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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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))
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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.
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(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.
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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
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Name: Brian P. Hake
Its: Executive Vice President
and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued by Jones Lang LaSalle Incorporated
on January 3, 2006
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