UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 28, 2005
JONES LANG LASALLE INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 001-13145 36-4150422
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(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification
No.)
200 East Randolph Drive, Chicago, IL 60601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 782-5800
Not Applicable
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(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 14d-2(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Jones Lang LaSalle Incorporated (the "Company") today announced that
its wholly-owned subsidiary, Spaulding & Slye Acquisition Corp.
("Acquisition Subsidiary") has entered into an agreement ("Agreement")
dated as of November 26, 2005 with Spaulding and Slye Partners LLC to
acquire 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. The Company has guarantied
the performance of the obligations of the Acquisition Subsidiary under the
Agreement.
The closing of the transaction is subject to regulatory approval and
the satisfaction of customary closing conditions. The purchase price for
the transaction is payable as follows: (i) $150,000,000 at closing; (ii)
subject to certain contract provisions, $20,000,000 on January 2, 2008 and
$15,000,000 on December 31, 2008; and (iii) an earn-out amount to be
determined, which will be contingent upon the achievement of certain
aggregate target revenues for the period from January 1, 2006 through
December 31, 2008, on or about March 31, 2009.
ITEM 7.01 REGULATION FD DISCLOSURE
Additional information of the registrant is attached as Exhibits 99.1
(Press Release dated November 28, 2005) and 99.2 (Investor Relations
Presentations dated November 28, 2005) 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
(d) Exhibits
The following Exhibits are included with this Report:
99.1 Press Release issued by Jones Lang LaSalle Incorporated
on November 28, 2005
99.2 Investor Relations Presentation made by Jones Lang
LaSalle Incorporated on November 28, 2005
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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: November 28, 2005 JONES LANG LASALLE INCORPORATED
By: /s/ Lauralee E. Martin
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Name: Lauralee E. Martin
Its: Executive Vice President
and Chief Operating and
Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued by Jones Lang LaSalle Incorporated
on November 28, 2005
99.2 Investor Relations Presentation made by Jones Lang
LaSalle Incorporated on November 28, 2005
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