-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LcjDWvlohxqgGXAfWi4l3I2bUwVQn7jAJmMNz5mzaufYFaFEB9c5hEigJDY2oFgJ PS+f5EQA4YcuoVzFkqm72w== 0001275287-06-000015.txt : 20060104 0001275287-06-000015.hdr.sgml : 20060104 20060103181218 ACCESSION NUMBER: 0001275287-06-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050103 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES LANG LASALLE INC CENTRAL INDEX KEY: 0001037976 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 364150422 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13145 FILM NUMBER: 06503877 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3127825800 MAIL ADDRESS: STREET 1: C/O JONES LANG LASALLE INC STREET 2: 200 EAST RANDOLPH DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: LASALLE PARTNERS INC DATE OF NAME CHANGE: 19970417 8-K 1 jl4412.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 3, 2006 JONES LANG LASALLE INCORPORATED (Exact Name of Registrant as Specified in its Charter) Maryland 001-13145 36-4150422 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization File Number) Identification Number) 200 East Randolph Drive Chicago, Illinois 60601 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312) 782-5800 Not applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14-d(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On January 3, 2006, Jones Lang LaSalle Capital Investments, Limited ("Acquisition Subsidiary"), a wholly owned subsidiary of Jones Lang LaSalle Incorporated (the "Company"), and assignee of all of the rights, duties and obligations of Spaulding & Slye Acquisition Corp., also a wholly-owned subsidiary of the Company, under that Membership Interest Purchase Agreement dated as of November 26, 2005 between Spaulding & Slye Acquisition Corp. and Spaulding and Slye Partners LLC, completed the acquisition of all of the outstanding membership interests of Spaulding and Slye LLC, a Delaware limited liability company engaged in providing a wide range of commercial real estate services worldwide, from Spaulding and Slye Partners LLC. The terms of the transaction and the consideration paid were the result of arm's length negotiations. The purchase price for the transaction is payable (i) $150,000,000 (which was paid at closing), (ii) $20,000,000 on January 2, 2008, (iii) $15,000,000 on December 31, 2008, and (iv) an earn-out amount to be determined, which will be contingent on achieving certain aggregate target revenues for the period from January 1, 2006 through December 31, 2008, on or about March 31, 2008. The Company funded the initial $150,000,000 of the purchase price by borrowing under its existing revolving credit facility. ITEM 7.01 REGULATION FD DISCLOSURE Additional information of the registrant is attached as Exhibits 99.1 (Press Release dated January 3, 2006) to this report and is incorporated herein by reference. The registrant undertakes no obligation to update this information, including any forward-looking statements, to reflect subsequently occurring events or circumstances. NOTE: The information in this Item (including the Exhibits) shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. The Company will file the required financial statements as soon as practicable, but in any case, not later than seventy-one calendar days after the date that this Current Report on Form 8-K with respect to the item reported under Item 2.01 above must be filed with the Securities and Exchange Commission. (b) Pro Forma Financial Information. The Company will file the required pro forma financial information as soon as practicable, but in any case, not later than seventy-one calendar days after the date that this Current Report on Form 8-K with respect to the item reported under Item 2.01 above must be filed with the Securities and Exchange Commission. 2 (d) Exhibits The following Exhibits are included with this Report: 99.1 Press Release issued by Jones Lang LaSalle Incorporated on January 3, 2006 The forward-looking statements contained in this report are based on current expectations, estimates, projections and assumptions made by management. While the Company's management believes the assumptions underlying its forward-looking statements are reasonable, such information is subject to uncertainties and may involve certain risks, many of which are difficult to predict and beyond management's control. As such, these statements are not guarantees of future performance, results or events. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 3, 2006 JONES LANG LASALLE INCORPORATED By: /s/ Brian P. Hake ------------------------- Name: Brian P. Hake Its: Executive Vice President and Treasurer 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------- 99.1 Press Release issued by Jones Lang LaSalle Incorporated on January 3, 2006 5 EX-99.1 2 jl4412ex991.txt EXHIBIT 99.1 Exhibit 99.1 JONES LANG LASALLE AND SPAULDING & SLYE COMPLETE TRANSACTION TO MERGE OPERATIONS CHICAGO, Jan. 3 /PRNewswire-FirstCall/ -- Jones Lang LaSalle Incorporated (NYSE: JLL), the world's leading real estate services and money management firm, announced today that the transaction to merge operations with Spaulding & Slye, a privately held real estate services and investment company with offices in Boston and Washington, DC, has been completed. Terms for the transaction, which was financed with Jones Lang LaSalle's existing revolving credit facility, were $150 million cash paid at closing with provisions for additional consideration and an earn-out that are subject to certain contract provisions and performance. While the combined firm will continue to be known as Jones Lang LaSalle, the Spaulding & Slye name will be retained in specific instances. In the New England area, where Jones Lang LaSalle is significantly expanding its presence as a result of the merger, Spaulding & Slye will initially retain its identity and be known as Spaulding & Slye, a member of the Jones Lang LaSalle group. Spaulding & Slye's integrated principal-investing practice will operate as Spaulding & Slye Investments, and the construction business will operate as Spaulding & Slye Construction. Both will be members of the Jones Lang LaSalle group, which also includes global businesses Jones Lang LaSalle Hotels and LaSalle Investment Management. Substantially all of Spaulding & Slye's 500 employees are integrating into the Jones Lang LaSalle organization with the executive management team taking on significant leadership roles. David McGarry, former Spaulding & Slye President, will be responsible for senior regional oversight in the Washington, DC and New England regions, as well as for Spaulding & Slye Construction. Jim Karman, former Spaulding & Slye Chairman, will have senior- level responsibility for client relationship management, strategy and corporate development. Marshall Durston, former Spaulding & Slye Chief Investment Officer, and Peter Bailey, former Spaulding & Slye Chief Financial Officer, will oversee Spaulding & Slye Investments. Kyle Warwick, former Spaulding & Slye New England Regional Director, will continue to have direct management responsibility for the New England region. William Magner, former Spaulding & Slye Director of Transactional Services, will continue to have senior-level responsibility in this area. "Since announcing the definitive agreement in November, the positive response from our clients and employees has only reinforced our conviction that the decision to join forces with Spaulding & Slye makes sense for Jones Lang LaSalle strategically, competitively and culturally," said Peter Roberts, CEO of Jones Lang LaSalle Americas. "The desire we share to be the best real estate firm in the world will drive us to offer our clients unparalleled service and results. This is a great marriage of two like-minded firms." About Jones Lang LaSalle Jones Lang LaSalle is the world's leading real estate services and money management firm, operating across more than 100 markets around the globe. The company provides comprehensive integrated expertise, including management services, implementation services and investment management services on a local, regional and global level to owners, occupiers and investors. Jones Lang LaSalle is also the industry leader in property and corporate facility management services, with a portfolio of 915 million square feet under management worldwide. LaSalle Investment Management, the company's investment management business, is one of the world's largest and most diverse real estate money management firms, with approximately $29 billion of assets under management. Its web site can be found at http://www.joneslanglasalle.com . Statements in this press release regarding, among other things, future financial results and performance, achievements, plans, targets, projections and objectives may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance, achievements, plans and objectives of Jones Lang LaSalle to be materially different from those expressed or implied by such forward-looking statements and Jones Lang LaSalle makes no representations or guarantees thereof. Factors that could cause actual results to differ materially include those discussed under "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures about Market Risk," and elsewhere in Jones Lang LaSalle's Annual Report on Form 10-K for the year ended December 31, 2004, in Jones Lang LaSalle's Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005 and in other reports filed with the Securities and Exchange Commission. Statements speak only as of the date of this release. Jones Lang LaSalle expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in Jones Lang LaSalle's expectations or results, or any change in events. In addition, nothing herein may be construed or is intended as an offering of any security. SOURCE Jones Lang LaSalle Incorporated -0- 01/03/2006 /CONTACT: Gayle Kantro of Jones Lang LaSalle, +1-312-228-2795, gayle.kantro@am.jll.com , or Steve Steinberg of Spaulding & Slye, +1-617-531-4122, ssteinberg@spauldslye.com / /Web site: http://www.joneslanglasalle.com / (JLL) -----END PRIVACY-ENHANCED MESSAGE-----