LEGG MASON VALUE TRUST INC
N-30D, 1995-05-22
Previous: TAX FREE INSTRUMENTS TRUST, N-30D, 1995-05-22
Next: NAPA NATIONAL BANCORP, DEF 14A, 1995-05-22




<PAGE>
INVESTMENT ADVISER
      Legg Mason Fund Adviser, Inc.
      Baltimore, MD
BOARD OF DIRECTORS
      Raymond A. Mason, Chairman
      John F. Curley, Jr.
      Richard G. Gilmore
      Charles F. Haugh
      Arnold L. Lehman
      Dr. Jill E. McGovern
      T. A. Rodgers
      Edward A. Taber, III
TRANSFER AND SHAREHOLDER SERVICING AGENT
      Boston Financial Data Services
      Boston, MA
CUSTODIAN
      State Street Bank & Trust Company
      Boston, MA
COUNSEL
      Kirkpatrick & Lockhart
      Washington, DC
INDEPENDENT ACCOUNTANTS
      Coopers & Lybrand L.L.P.
      Baltimore, MD
      THIS REPORT IS NOT TO BE DISTRIBUTED UNLESS PRECEDED OR ACCOMPANIED BY A
      PROSPECTUS.
                      LEGG MASON WOOD WALKER, INCORPORATED
                            111 South Calvert Street
                    P.O. Box 1476, Baltimore, MD 21203-1476
                         410 (Bullet) 539 (Bullet) 0000
      (recycle logo appears here)    PRINTED ON RECYCLED PAPER
      LMF-002
                             REPORT TO SHAREHOLDERS
                               FOR THE YEAR ENDED
                                 MARCH 31, 1995
                                      THE
                                   LEGG MASON
                                     VALUE
                                  TRUST, INC.
                                 PRIMARY CLASS
                           PUTTING YOUR FUTURE FIRST
                        --Legg Mason logo appears here--<PAGE>
<PAGE>
     TO OUR SHAREHOLDERS,
         The Value Trust's net asset value per share rose 6.1%, from $19.04 to
     $20.21, during the quarter ended March 31, 1995. That gain compares to
     total returns (appreciation plus reinvested dividends) of 9.7% and 5.9% on
     Standard & Poor's 500 stock composite index and the Value Line index of
     1700 stocks. In the twelve months ended March 31, the Value Trust's total
     return was 9.8% compared to returns of 15.5% and 5.1% on the Standard &
     Poor and Value Line indices.
         The Trust's long-term investment results are shown in the table and
     graph on the next page. We are pleased that, during its thirteen year
     history, the Trust has earned an average annual compounded return for
     shareholders of 16%.
         Beginning on page 4, Bill Miller, the Trust's portfolio manager,
     discusses the investment outlook.
         Coopers & Lybrand L.L.P., the Value Trust's independent accountants,
     have completed their annual examination, and audited financial statements
     for the fiscal year ended March 31, 1995 are included in this report.
         On June 1, 1995, federal regulations will change to require that
     investors complete payment for purchases of mutual fund shares (as well as
     other securities) within three business days, down from the current five
     business days. Meeting the new payment deadline will be difficult (and in
     many cases impossible) if an amount sufficient to cover purchases is not
     already in your account when you decide to purchase additional shares.
     Therefore, we encourage shareholders who have not already done so to
     consider opening a Legg Mason money market fund account or a "Credit
     Interest Account" which pays interest on credit balances in your Legg Mason
     brokerage account. Funds can then be moved easily from either account to
     pay for future mutual fund purchases you may wish to make. Your Investment
     Executive will be happy to make the necessary arrangements.
         The Board of Directors has approved an ordinary income dividend of
     $0.05, a short-term capital gain distribution of $0.21, and a long-term
     capital gain distribution of $0.55 per share, payable on May 12 to
     shareholders of record on May 9. Most shareholders will receive this
     distribution in the form of additional shares credited to their accounts.
                               Sincerely,
                               (signature of John F. Curley, Jr. appears here)
                               John F. Curley, Jr.
                               President
     May 8, 1995
 <PAGE>
<PAGE>
     PERFORMANCE INFORMATION
     LEGG MASON VALUE TRUST, INC.
TOTAL RETURN FOR ONE, FIVE, TEN YEARS AND LIFE OF FUND, AS OF MARCH 31, 1995
          The returns shown are based on historical results and are not intended
      to indicate future performance. The investment return and principal value
      of an investment in the fund will fluctuate so that an investor's shares,
      when redeemed, may be worth more or less than their original cost. Average
      annual returns tend to smooth out variations in the fund's return, so they
      differ from actual year-to-year results. For comparison purposes, the
      fund's total return is compared with total returns of the Value Line
      Geometric Average, an index of approximately 1,700 stocks ("Value Line
      Index"), and Standard & Poor's 500 Stock Composite Index ("S&P Stock
      Index"), two unmanaged indexes of widely held common stocks. No adjustment
      has been made for any income taxes payable by shareholders.
          The fund has two classes of shares: Primary Class and Navigator Class.
      The Navigator Class, offered only to certain institutional investors, pays
      fund expenses similar to those paid by the Primary Class, except that
      transfer agency fees and shareholder servicing expenses are determined
      separately for each class and the Navigator Class does not incur Rule
      12b-1 distribution fees.
          Total returns as of March 31, 1995 were as follows:
[CAPTION]
<TABLE>
<S>                        <C>           <C>           <C>
                                   Cumulative Total Return
                           Legg Mason
                             Value       Value Line        S&P
                             Trust         Index       Stock Index
<S>                        <C>           <C>           <C>
      Primary Class:
        One Year               +9.77%        +5.12%       +15.54%
        Five Years            +54.50        +38.57        +71.50
        Ten Years            +177.23       +102.99       +284.58
        Life of Class(|)     +584.27       +244.66       +586.40
      Navigator Class:
        Life of
        Class(||)              +8.11%        +6.37%       +11.37%
</TABLE>
 
[CAPTION]
<TABLE>
<S>                      <C>            <C>            <C>
                                Average Annual Total Return
                         Legg Mason
                           Value        Value Line         S&P
                           Trust          Index        Stock Index
<S>                      <C>            <C>            <C>
      Primary Class:
        One Year            +9.77%         +5.12%         +15.54%
        Five Years          +9.09          +6.74          +11.39
        Ten Years          +10.73          +7.34          +14.42
        Life of
        Class(|)           +16.00         +10.02          +16.03
</TABLE>
 
      (|) Primary Class inception -- April 16, 1982.
      (||) Navigator Class inception -- December 1, 1994.
 
ILLUSTRATION OF AN ASSUMED INVESTMENT OF $10,000
MADE ON APRIL 16, 1982 (INCEPTION OF THE VALUE TRUST
PRIMARY CLASS)
(graph appears here--plot points listed below)

<TABLE>
<CAPTION>

                4/16/82 3/31/83 3/31/84 3/31/85 3/31/86 3/31/87 3/31/88 3/31/89 3/31/90 3/31/91 3/31/92 3/31/93 3/31/94 3/31/95
<S>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    
Value of        10,000  16,160  18,870  23,583  32,556  35,503  32,268   37,650  39,891  37,701  44,210  50,184  52,789  57,817
original
shares
purchased
plus
shares
acquired
through
reinvestment
of capital
gain
distributions

Value         10,000   16,400  19,425  24,682   34,510  37,924  34,729   41,109  44,290  43,014  51,414  59,003  62,337  68,427
of shares
acquired
through
reinvestment
of income
dividends
</TABLE>

2
 <PAGE>
<PAGE>
     LEGG MASON VALUE TRUST, INC.
     SELECTED PORTFOLIO PERFORMANCE
<TABLE>
      <C>   <S>                                      <C>
      Biggest gainers for the 1st quarter 1995*
        1.  MBNA Corporation                                   +24.1%
        2.  Burlington Northern Inc.                           +23.4%
        3.  BankAmerica Corporation                            +22.2%
        4.  The Bear Stearns Companies Inc.                    +20.3%
        5.  Federal Home Loan Mortgage Corporation             +19.8%
        6.  Columbia/HCA Healthcare Corporation                +17.8%
        7.  Philips Electronics N.V.                           +16.2%
        8.  Lloyds Bank P.L.C.                                 +15.9%
        9.  Bank of Boston Corporation                         +15.0%
       10.  Amgen Inc.                                         +14.2%

      Biggest laggers for the 1st quarter 1995*
        1.  Grupo Financiero Serfin S.A. de C.V. ADR           -36.7%
        2.  Storage Technology Corporation                     -34.1%
        3.  Telefonos de Mexico S.A. ADR                       -30.5%
        4.  Chrysler Corporation                               -14.5%
        5.  Reebok International Ltd.                           -9.8%
        6.  Salomon Inc.                                        -9.7%
        7.  Apple Computer, Inc.                                -9.6%
            Danaher Corporation                                 -9.6%
        9.  Lotus Development Corporation                       -6.7%
       10.  Orion Capital Corporation                           -1.4%
</TABLE>
 
    * SECURITIES HELD FOR THE ENTIRE QUARTER.
      PORTFOLIO CHANGES


Securities Added
Argentina Floating Rate Bonds
  6.50%  3-31-05
Argentina Par Bonds
  5.00%  3-31-23
Sears, Roebuck and Co.
 
Securities Sold
Caesars World, Inc.

     Performance Comparison of a $10,000 Investment as of March 31, 1995

                (graph appears here--plot points listed below)

<TABLE>
<CAPTION>

                                                         Years ended March 31,
                             1985    1986    1987    1988    1989    1990    1991    1992    1993    1994    1995
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Value Trust Primary Class   10,000  13,975  15,358  14,064  16,654  17,942  17,419  20,820  23,894  25,245  27,711
Standard & Poor's 500 Stock 
  Composite Index(1)        10,000  13,751  17,357  15,921  18,796  22,419  25,600  28,393  32,693  33,157  38,310
Value Line Geometric 
  Average(2)                10,000  12,916  14,760  12,926  14,309  14,648  14,693  16,471  18,467  19,310  20,299
</TABLE>

(1) An unmanaged index of widely held common stocks.
(2) an unmanaged index of approximately 1,700 common stocks.
                                                                               3

<PAGE>
     PORTFOLIO MANAGER'S COMMENTS
    Your fund's results for the first calendar quarter and the twelve months
ending March 31, 1995 are listed below with comparable data for the leading
market indices:
                            Periods Ended March 31, 1995
<TABLE>
<CAPTION>
                                        Lipper
                         Lipper        General
             Value       Growth         Equity        S&P       Dow
             Trust       Funds          Funds         500      Jones
<S>          <C>       <C>            <C>            <C>       <C>
3 months     6.14 %       7.38%          7.16%        9.73%     9.20%
1 year       9.77 %       8.81%          8.96%       15.54%    17.61%
</TABLE>
 
    We trailed the Lipper Growth Fund and General Equity Fund indices in the
quarter and exceeded them for the past twelve months. Money managers in general
have lagged the averages over the past year, due mainly to the outperformance of
the very large capitalization issues that dominate the averages compared to the
generally smaller names that occupy most fund portfolios, and to the way those
averages are computed, a subject we have written about many times over the
years.
    The ebb and flow is natural, but the favoring of large companies over small
was particularly pronounced in the first quarter, and was concentrated in the
growth stocks. The Russell 2000, a common measure of smaller stock performance,
rose less than half as much as the Dow or the S&P during the first three months
of this year.
    The move in the averages since the November lows was interest rate driven,
and bond funds have performed as well as equity funds this year, recouping most
of the losses they suffered in 1994.
    We felt fortunate to have escaped 1994 in the black, considering our heavy
weighting in financials and our position in Mexico. The latter continued to
punish us in the first quarter, as Mexican securities again fell sharply. The
situation there appears to have stabilized and the currency has risen 15% or so
against the dollar in the past few weeks.
    We added to our TELMEX position in the quarter and also bought a large
position in Argentine bonds, which have already appreciated smartly as the panic
over Latin America has begun to subside. We bought a position in SEARS, which is
spinning off its Allstate Insurance subsidiary and has made great strides in
turning around its retail group. SEARS had declined due to the market's current
disenchantment with retailers, and we were able to buy it at a single digit
multiple, a very reasonable price for a company of this quality.
    Some observers have categorized this as the surprise bull market of 1995,
since it arrived without any evident catalyst and followed a particularly
difficult fourth quarter of 1994. It would be churlish and perhaps too cynical
to note that the first half of 1987 constituted a strongly bullish period as
well, but that year is not characterized by those six months. It is the events
of October that now best describe the dominant features of 1987's investment
landscape. The felt need to characterize and assess the market, the economy,
stocks, company results or strategies in ever more frequent intervals is an
unfortunate by-product of our information saturated age.
    The half-life of market commentary is inversely proportional to its
frequency. The accuracy of one's characterization of a landscape is likely to
grow the more time one has to peruse it and to shrink as the frequency of
requests for its interim description grows. Shorter time horizons, shorter
attention spans, greater demand for information, and less patience seem to be an
inevitable consequence of our increasing ability to collect, transmit, and
access data. Reporting, analyzing, and commenting on business and markets has
exploded in the past 20 years, both on Wall Street and on Main Street. In
addition to a plethora of new business programs on the networks and PBS, CNBC
provides real time commentary and analysis on markets all day long.
    The number of analysts employed by brokerage firms, banks, insurance
companies, and money managers continues to grow. Almost as many people sit for
the CFA exam (the securities analysts' version of the CPA) each year as have
earned that designation over its entire history.
    We have not materially added to the number of firms that supply us with
research in years, yet the cascade of reports, faxes, and analytic detritus of
all types now occupies one of our staff almost full time just in opening,
sorting, and distributing it. This is not progress, and we are exploring ways to
deal with this consequence of the perceived need for instant and voluminous
commentary on virtually every news item on the Dow tape.
    We write these letters every 90 days, and comment on our results and
expectations. The papers
4
 <PAGE>
<PAGE>
print our results every day, and many of them contain ratings and rankings of
mutual funds covering one week and four week periods. We have lost count of the
number of publications that write about, cover, assess, and purport to analyze
mutual funds, classifying them by ever finer gradations of category, style,
asset group, size, and geographic orientation and slicing their results into
about as many time periods as their database can muster.
    It is far from clear that this information explosion has led to better
decisions about investing. It is quite clear it has led to more decisions, as
the turnover rate of stocks and bonds held in funds and the capital flows among
funds attests. There is evidence that the pressure to react to new information
may be harmful, quite apart from any transaction costs that might result from
changing one's mind about a stock, a fund, or the market.
    Professor Richard Thaler, now at the University of Chicago, has studied what
the academics call the equity premium puzzle: a dollar invested in stocks has
returned, after inflation, about 7% per year on average for more than 68 years,
while a dollar invested in bonds has returned less than 1%. The puzzle is why do
any long-term investors own bonds? Not only do they own bonds, investors
typically have a greater percentage of their assets invested in bonds than in
stocks.
    The answer, according to Thaler, is myopic loss aversion. People are
risk-averse. Psychological testing has established that for most of us, the pain
of losing an amount of money is greater than the pleasure of winning that same
amount of money. Being risk-averse, we are more likely to act to avoid the pain
of loss the more aware we are of potential losses. The more short-term-oriented
one is (the more "myopic"), the greater one's willingness to react to the risk
of loss. Because stocks go up and down more than bonds, they confront one with
more frequent, and greater, potential losses. The shorter one's time horizon, or
the more often you look at your portfolio, the more you will see losses, the
more psychological discomfort you will feel, and the riskier you will perceive
stocks. The more risk-averse you are, the more you will orient your investments
to bonds, or cash.
    Since one's perception of the risk of stocks is a function of how often you
look at your portfolio, the more aware you are of what's going on, the more
likely you are to do the wrong thing. "Where ignorance is bliss, 'tis folly to
be wise" said the bard, who understood myopic loss aversion centuries before the
professors got hold of it.
    Suppose you buy a stock on Monday, and on Tuesday, while you are engrossed
in the O.J. Simpson trial, it drops due to bad news. On Wednesday, though, it
recovers to close higher than your purchase price. If you had been glued to CNBC
on Tuesday when the news hit, and had observed the stock falling, you may have
been prompted to act on the news, especially if the stock was reacting to it. If
you missed the news until Wednesday, when the stock had recovered, you are much
less likely to sell it then, even though the fundamentals are the same as the
day before. That is myopic loss aversion at work. Put differently, you are not
worried that IBM dropped overnight in Tokyo while you slept, if it closed up two
points today in New York. You are worried if it drops today in New York, though
it's set to rise two points in Tokyo tonight while you sleep.
    This does not do justice to Thaler's work on the subject (done with Shlomo
Benartzi), but you probably get the drift. Professor Thaler is so convinced that
the avalanche of information bombarding investors about how their stocks or
funds are doing is harmful, that he has proposed that universities not give
faculty and employees reports on how their retirement funds are performing. For
most investors, Thaler thinks, the appropriate advice is "don't just do
something, sit there."
    It should not be a surprise that his advice has been ignored. The situation
is similar to that of the now forgotten Earnshaw Cook, who applied probability
theory to baseball strategy in his book PERCENTAGE BASEBALL. After exhaustively
studying the statistical history of various baseball strategies -- the sacrifice
bunt, when to bring in relief pitchers, etc. -- he concluded that teams were not
maximizing their chances of winning, they were following conventional wisdom
that was not well suited to their professed objectives. He advocated numerous
changes to the manager's portfolio, such as having your best hitter hit lead off
instead of the usual third or fourth, since the lead off hitter gets the most at
bats and thus hitting lead off will maximize the offensive statistics of the
best hitter. All
                                                                               5
 <PAGE>
<PAGE>
of his recommendations were statistically sound, well documented, and completely
ignored.
    Earnshaw Cook was unaware of myopic loss aversion, but its influence extends
well beyond the equity premium puzzle. Warren Buffett captured its essence when
he remarked that in investing it is usually better to fail conventionally than
to succeed unconventionally. Or as one fund manager put it recently when asked
why he wasn't thinking of investing in Mexico, since undoubtedly there were
bargains to be had with many stocks down 70% in the past 6 months, "nobody ever
got fired for not investing in Mexico."
    Our investment approach in the Value Trust has been to use the myopic loss
aversion exhibited by others to our shareholders' long-term benefit. We try to
buy companies whose shares trade at large discounts to our assessment of their
economic value. Bargain prices do not occur when the consensus is cheery, the
news is good, and investors are optimistic. Our research efforts are usually
directed at precisely the area of the market that the news media tells you has
the least promising outlook (right now that includes retailers, autos, Latin
America and anything else on the "New Lows" list) and we are typically selling
those stocks that you are reading have the greatest opportunity for near-term
gain.
    This approach does not link up well with results of the major indices, and
we often diverge from them in direction and magnitude. Over the past four
calendar years our results have consistently exceeded those of the S&P 500.
There were periods in the past when we trailed that index, sometimes by a lot.
Our portfolio does not look like the S&P 500 and thus it should not act like the
S&P 500.
    It should provide solid returns over the long term, which it has done and we
are confident will continue to do. As always, we appreciate your support and
welcome your comments.
                                                                Bill Miller, CFA
May 8, 1995
DJIA 4383.87
     MANAGEMENT'S DISCUSSION AND ANALYSIS
    The fund performed well in fiscal 1995, outperforming its peer group
although underperforming the S&P 500. The fund benefitted from several of its
technology stocks over this period and from many of its financial holdings, but
was negatively impacted by its Mexican equities. Mexican markets collapsed after
the government unexpectedly devalued the peso in December 1994. The S&P 500 does
not contain Mexican securities and was unaffected by this event.
    The fund follows a value-driven approach emphasizing individual securities
analysis. Macroeconomic factors play a secondary role in the analytical process
and in portfolio construction. We believe assessing companies on the basis of
value, not actual or anticipated popularity, will deliver the best results for
shareholders over the longer term.
6
 <PAGE>
<PAGE>
     STATEMENT OF NET ASSETS
     LEGG MASON VALUE TRUST, INC.
     MARCH 31, 1995
<TABLE>
<CAPTION>
      (Amounts in Thousands)         Shares     Value
<S>                                  <C>       <C>

COMMON STOCKS AND EQUITY INTERESTS -- 90.5%
Automotive -- 3.3%
Chrysler Corporation                   800     $ 33,500
Banking -- 17.2%
Bank of Boston Corporation             800       23,800
BankAmerica Corporation                400       19,300
Chemical Banking Corporation           525       19,819
Citicorp                               800       34,000
Grupo Financiero Serfin S.A. de
  C.V. ADR                             669        3,178
Lloyds Bank P.L.C.                   2,531       25,351
Provident Bankshares Corporation       328        7,790
The Chase Manhattan Corporation        625       22,266
Zions Bancorporation                   550       20,762
                                                176,266
Broadcast Media -- 1.7%
Capital Cities/ABC, Inc.               200       17,650
Computer Services and Systems -- 8.9%
Apple Computer, Inc.                   625       22,031
Digital Equipment Corporation          300       11,363*
International Business Machines
  Corporation                          400       32,750
Lotus Development Corporation          450       17,212*
Storage Technology Corporation         404        7,734*
                                                 91,090
Electrical Equipment -- 1.9%
Philips Electronics N.V.               575       19,622
Finance -- 16.4%
Federal Home Loan Mortgage
  Corporation                          500       30,250
Federal National Mortgage
  Association                          800       65,100
MBNA Corporation                     1,258       36,479
Salomon Inc.                           415       14,058
The Bear Stearns Companies Inc.      1,201       22,219
                                                168,106
Food, Beverage and Tobacco -- 6.3%
PepsiCo, Inc.                          425       16,575
Philip Morris Companies Inc.           450       29,362
RJR Nabisco Holdings Corp.           3,100       18,213
                                                 64,150
Food Merchandising -- 3.1%
The Kroger Co.                       1,200       31,650*
<CAPTION>
      (Amounts in Thousands)         Shares     Value
<S>                                  <C>       <C>
Footwear -- 4.5%
Nike Incorporated                      300     $ 22,388
Reebok International Ltd.              650       23,156
                                                 45,544
Hospital Management -- 1.7%
Columbia/HCA Healthcare
  Corporation                          415       17,836
Insurance -- 6.8%
AMBAC Inc.                             383       15,559
Humana Inc.                            681       17,451*
MBIA, Inc.                             255       16,033
Orion Capital Corporation              575       19,981
                                                 69,024
Manufacturing -- 3.4%
Danaher Corporation                  1,200       34,350
Multi-Industry -- 1.4%
Coltec Industries Inc.                 825       14,231*
Pharmaceuticals -- 4.7%
Amgen Inc.                             430       28,971*
Warner-Lambert Company                 250       19,563
                                                 48,534
Retail Sales -- 1.0%
Sears, Roebuck and Co.                 200       10,675
Savings and Loan -- 3.0%
Standard Federal Bank                1,150       30,906
Telecommunications -- 3.8%
MCI Communications Corporation         700       14,438
Telefonos de Mexico S. A. ADR          850       24,225
                                                 38,663
Transportation -- 1.4%
Burlington Northern Inc.               235       13,953
Total Common Stocks and Equity
  Interests
  (Identified Cost -- $606,439)                 925,750
</TABLE>
 
PREFERRED EQUITY REDEMPTION CUMULATIVE STOCK -- 0.9%
<TABLE>
<S>                                  <C>       <C>
RJR Nabisco Holdings Corp.
  Series C Depositary Shares
  (Identified Cost -- $9,003)        1,385        8,829
</TABLE>
 
                                                                               7
 <PAGE>
<PAGE>
     STATEMENT OF NET ASSETS -- CONTINUED
     LEGG MASON VALUE TRUST, INC.
<TABLE>
<S>                               <C>          <C>
                                  Principal
(Amounts in Thousands)             Amount           Value
</TABLE>
 
SOVEREIGN OBLIGATIONS -- 2.3%
<TABLE>
<S>                               <C>          <C>
Argentina Floating Rate Bonds
  6.50%(|)  3-31-05                $ 35,000    $   18,857
Argentina Par Bonds
  5.00%(||)  3-31-23                 10,000         4,100
Total Sovereign Obligations
  (Identified Cost -- $17,275)                     22,957
</TABLE>
 
U.S. GOVERNMENT OBLIGATION -- N.M.
<TABLE>
<S>                               <C>          <C>
United States Treasury Note
  8.125%  2-15-98
  (Identified Cost -- $228)             230           237
</TABLE>
 
SHORT-TERM INVESTMENTS -- 6.3%
<TABLE>
<S>                               <C>          <C>
U.S. Government Agency Obligation
   -- 0.3%
Federal Farm Credit Banks
  5.93%   4-5-95                      3,610         3,608
Repurchase Agreement -- 6.0%
Prudential Securities, Inc.
  6.30% dated 3-31-95, to be
  repurchased at $61,311 on
  4-3-95 (Collateral: $45,811
  Federal Home Loan Mortgage
  Corporation Mortgage-backed
  securities, 11% due 8-1-24; and
  $12,781 Federal National
  Mortgage Association Mortgage-
  backed securities, 7.5%
  due 3-1-24, total value
  $62,579)                           61,279        61,279
Total Short-term Investments
  (Identified Cost -- $64,887)                     64,887
Total Investments -- 100.0%
  (Identified Cost -- $697,832)                 1,022,660
Other Assets Less Liabilities -- N.M.                 184
                                               $1,022,844
</TABLE>
 
<TABLE>
<S>                              <C>         <C>
(Amounts in Thousands)
Net Assets Consisting of:
Accumulated paid-in-capital
  applicable to:
  48,811 Primary Class shares
  outstanding                    $607,736
   1,802 Navigator Class
  shares outstanding               33,779
Undistributed net investment
  income                           17,911
Undistributed net realized
  gain on investments              38,569
Unrealized appreciation of
  investments                     324,849
NET ASSETS -- 100.0%                         $1,022,844
NET ASSET VALUE PER SHARE:
  PRIMARY SHARES                                 $20.21
  NAVIGATOR SHARES                               $20.27
</TABLE>
 
       * NON-INCOME PRODUCING.
       (|) THE RATE OF INTEREST EARNED IS TIED TO THE LONDON INTERBANK OFFERED
           RATE (LIBOR) AND THE COUPON RATE SHOWN IS THE RATE AS OF MARCH 31,
           1995.
       (||) COUPON INCREASES 0.25% ANNUALLY UNTIL MARCH 31, 1999, THEREAFTER
            REMAINS FIXED AT 6.0% UNTIL MATURITY.
     N.M. NOT MEANINGFUL
         SEE NOTES TO FINANCIAL STATEMENTS.
8
 <PAGE>
<PAGE>
     STATEMENT OF OPERATIONS
     LEGG MASON VALUE TRUST, INC.
     FOR THE YEAR ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
                              (Amounts in Thousands)
<S>                                                                                             <C>                   <C>
INVESTMENT INCOME:
        Dividends (net of foreign taxes withheld of $135)                                       $20,123
        Interest                                                                                  2,651
          Total investment income                                                                                     $ 22,774
EXPENSES:
        Investment advisory fee                                                                   7,519
        Distribution and service fees                                                             8,918
        Transfer agent and shareholder servicing expense                                            738
        Custodian fee                                                                               171
        Reports to shareholders                                                                     144
        Legal and audit fees                                                                         87
        Registration fees                                                                            40
        Directors' fees                                                                              18
        Other expenses                                                                               60
                                                                                                 17,695
          Less expenses reimbursed                                                                  (83)
          Total expenses, net of reimbursement                                                                          17,612
      NET INVESTMENT INCOME                                                                                              5,162
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
        Realized gain (loss) on investments:
          Affiliated companies                                                                   (2,083)
          Other securities                                                                       40,770
        Increase in unrealized appreciation of investments                                       47,164
      NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                                                   85,851
      INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                                $ 91,013
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               9
 <PAGE>
<PAGE>
     STATEMENT OF CHANGES IN NET ASSETS
     LEGG MASON VALUE TRUST, INC.
<TABLE>
<CAPTION>
                                                                                                    For the Years Ended March
                                     (Amounts in Thousands)                                           1995     31,      1994
<S>                                                                                                <C>                <C>
CHANGE IN NET ASSETS:
      Net investment income                                                                        $    5,162         $  4,827
      Net realized gain on investments                                                                 38,687           26,047
      Increase in unrealized appreciation of investments                                               47,164           16,402
      Increase in net assets resulting from operations                                                 91,013           47,276
      Net equalization debits                                                                            (313)            (423)
      Distributions to shareholders from:
        Net investment income:
          Primary Class                                                                                (2,527)          (5,619)
          Navigator Class                                                                                 (18)              --
        Net realized gain on investments:
          Primary Class                                                                                (1,999)          (9,382)
        Change in net assets from Fund share transactions:
          Primary Class                                                                                (9,509)           2,172
          Navigator Class                                                                              33,779               --
        Increase in net assets                                                                        110,426           34,024
NET ASSETS:
      Beginning of year                                                                               912,418          878,394
      End of year (including undistributed net investment income of $17,911
        and $15,554, respectively)                                                                 $1,022,844         $912,418
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
10
 <PAGE>
<PAGE>
     FINANCIAL HIGHLIGHTS (|)
     LEGG MASON VALUE TRUST, INC.
         Contained below is per share operating performance data for a share of
     common stock outstanding, total investment return, ratios to average net
     assets and other supplemental data. This information has been derived from
     information provided in the financial statements.
<TABLE>
<CAPTION>
                                                          Navigator                         Primary Class
                                                            Class                   For the Years Ended March 31,
                                                            1995*        1995        1994        1993        1992        1991
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
      Net asset value, beginning of period                  $18.76       $18.50      $17.81      $15.69      $13.38      $14.19
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Net investment income                                   0.12         0.10        0.08        0.18        0.25        0.32
      Net realized and unrealized gain (loss) on
        investments                                           1.40         1.70        0.92        2.12        2.34       (0.74)
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Total from investment operations                        1.52         1.80        1.00        2.30        2.59       (0.42)
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Distributions to shareholders from:
        Net investment income                                (0.01)       (0.05)      (0.11)      (0.18)      (0.28)      (0.36)
        Net realized gain on investments                        --        (0.04)      (0.20)         --          --       (0.03)
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Net asset value, end of period                        $20.27       $20.21      $18.50      $17.81      $15.69      $13.38
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Total return                                            8.11%(2)     9.77%       5.65%      14.76%      19.53%     (2.88)%
RATIOS/SUPPLEMENTAL DATA:
      Ratios to average net assets:
        Expenses                                              0.82%(1)     1.81%       1.82%       1.86%       1.90%       1.90%
        Net investment income                                  1.8%(1)      0.5%        0.5%        1.1%        1.7%        2.5%
      Portfolio turnover rate                                 20.1%        20.1%       25.5%       21.8%       39.4%       38.8%
      Net assets, end of period (in thousands)             $36,519     $986,325    $912,418    $878,394    $745,833    $690,053
<CAPTION>
<S>                                                       <C>
PER SHARE OPERATING PERFORMANCE:
      Net asset value, beginning of period
<S>                                                       <C>
      Net investment income
      Net realized and unrealized gain (loss) on
        investments
<S>                                                       <C>
      Total from investment operations
<S>                                                       <C>
      Distributions to shareholders from:
        Net investment income
        Net realized gain on investments
<S>                                                       <C>
      Net asset value, end of period
<S>                                                       <C>
      Total return
RATIOS/SUPPLEMENTAL DATA:
      Ratios to average net assets:
        Expenses
        Net investment income
      Portfolio turnover rate
      Net assets, end of period (in thousands)
</TABLE>
 
      (|) ALL SHARE AND PER SHARE FIGURES REFLECT THE 2-FOR-1 STOCK SPLIT
     EFFECTIVE JULY 29, 1991.
      * FOR THE PERIOD DECEMBER 1, 1994 (COMMENCEMENT OF NAVIGATOR CLASS) TO
     MARCH 31, 1995.
     (1) ANNUALIZED.
     (2) NOT ANNUALIZED.
       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              11
 <PAGE>
<PAGE>
     NOTES TO FINANCIAL STATEMENTS
     LEGG MASON VALUE TRUST, INC.
     (Amounts in Thousands)
1. SIGNIFICANT ACCOUNTING POLICIES:
          The Legg Mason Value Trust, Inc. ("Fund") is registered under the
      Investment Company Act of 1940, as amended, as an open-end, diversified
      investment company.
          The Fund consists of two classes of shares: Primary Class, offered
      since 1982, and Navigator Class, offered to certain institutional
      investors since December 1, 1994. Expenses of the Fund are allocated
      proportionately to the two classes of shares except for 12b-1 distribution
      fees, which are charged only on the Primary shares, and transfer agent and
      shareholder servicing expenses, which are determined separately for each
      class.
      Security Valuation
          Securities traded on national securities exchanges are valued at the
      last quoted sales price. Over-the-counter securities, and listed
      securities for which no sales price is available, are valued at the mean
      between the latest bid and asked prices. Short-term securities are valued
      at cost which, when combined with accrued interest receivable,
      approximates current value.
      Dividends and Distributions to Shareholders
          Net investment income for dividend purposes consists of dividends and
      interest earned, less expenses. Dividend income and distributions to
      shareholders are recorded on the ex-dividend date. Interest income and
      expenses are recorded on the accrual basis. Net capital gain distributions
      are declared and paid after the end of the tax year in which the gains are
      realized.
      Security Transactions
          Security transactions are recorded on the trade date. Realized gains
      and losses from security transactions are reported on an identified cost
      basis.
      Repurchase Agreements
          All repurchase agreements are fully collateralized by obligations
      issued by the U.S. government or its agencies and such collateral is in
      the possession of the Fund's custodian. The value of such collateral
      includes accrued interest. Risks arise from the possible delay in recovery
      or potential loss of rights in the collateral should the issuer of the
      repurchase agreement fail financially.
      Federal Income Taxes
          No provision for federal income or excise taxes is
      required since the Fund intends to continue to qualify as a regulated
      investment company and distribute all of its taxable income to its share-
      holders.
      Equalization
          The Fund follows the accounting practice of equalization by which a
      portion of proceeds from sales and cost of redemptions of Fund shares is
      credited or charged to undistributed net investment income, so that income
      per share available for distribution is not affected by sales or
      redemptions of shares.
2. INVESTMENT TRANSACTIONS:
          Investment transactions for the year ended March 31, 1995 (excluding
      short-term securities) were as follows:
<TABLE>
<S>                                         <C>
      Purchases                             $ 185,510
      Proceeds from sales                     197,313
</TABLE>
 
          At March 31, 1995, the cost of securities for federal income tax
      purposes was $697,832. Aggregate gross unrealized appreciation for all
      securities in which there was an excess of value over tax cost was
      $361,008 and aggregate gross unrealized depreciation for all securities in
      which there was an excess of tax cost over value was $36,180.
12
 <PAGE>
<PAGE>
     (Amounts in Thousands)
3. FUND SHARE TRANSACTIONS:
          At March 31, 1995, there were 100,000 shares authorized at $.001 par
      value for all classes of the Fund. On December 1, 1994, when the Navigator
      Class became effective, 1,828 shares held in Legg Mason Profit Sharing
      Plan accounts, with a value of $34,288, were transferred from Primary
      Class to Navigator Class. Transactions in Fund shares were as follows:
<TABLE>
<S>                      <C>      <C>           <C>      <C>
                               For the Years Ended March 31,
                                1995                   1994
      Primary Class      Shares    Amount       Shares    Amount
      Sold                15,630   $293,717       9,324   $169,495
      Reinvestment of
        distributions        240      4,423         811     14,703
      Repurchased        (16,377)  (307,649)    (10,134)  (182,026)
      Net change            (507)  $ (9,509)          1    $ 2,172
</TABLE>
 
<TABLE>
<S>                                        <C>          <C>
                                           December 1, 1994(|)
                                                    to
                                              March 31, 1995
      Navigator Class                      Shares       Amount
      Sold                                  1,896       $35,606
      Reinvestment of distributions             1            18
      Repurchased                             (95)       (1,845)
      Net increase                          1,802       $33,779
</TABLE>
 
      (|) COMMENCEMENT OF NAVIGATOR CLASS.
4. TRANSACTIONS WITH AFFILIATES:
          The Fund has an investment advisory and management agreement with Legg
      Mason Fund Adviser, Inc. ("Adviser"), a corporate affiliate of Legg Mason
      Wood Walker, Incorporated ("Legg Mason"), a member of the New York Stock
      Exchange and the distributor for the Fund. Under this agreement, the
      Advisor provides the Fund with investment advisory, management and
      administrative services for which the Fund pays a fee at an annual rate of
      1% of average daily net assets of the Fund for the first $100 million of
      average daily net assets, 0.75% of assets between $100 million and $1
      billion and 0.65% of assets in excess of $1 billion, calculated daily and
      payable monthly. At March 31, 1995, $599 was due to the Adviser. The
      agreement with the Adviser provides that an expense reimbursement be made
      to the Fund for audit fees and compensation of the Fund's independent
      directors.
          Legg Mason, as distributor of the Fund, receives an annual
      distribution fee of 0.70% and an annual service fee of 0.25% of the
      Primary Class' average daily net assets, calculated daily and payable
      monthly. At March 31, 1995, $784 was due to the distributor. Legg Mason
      also has an agreement with the Fund's transfer agent to assist with
      certain of its duties. For this assistance, Legg Mason was paid $222 by
      the transfer agent for the year ended March 31, 1995. No brokerage
      commissions were paid to Legg Mason or its affiliates during the year
      ended March 31, 1995.
                                                                            13
<PAGE>
     REPORT OF INDEPENDENT ACCOUNTANTS
     TO THE SHAREHOLDERS AND DIRECTORS OF LEGG MASON VALUE TRUST, INC.:
          We have audited the accompanying statement of net assets of the Legg
      Mason Value Trust, Inc., as of March 31, 1995, and the related statement
      of operations for the year then ended, the statement of changes in net
      assets for each of the two years in the period then ended and financial
      highlights for each of the five years in the period then ended. These
      financial statements and financial highlights are the responsibility of
      the Fund's management. Our responsibility is to express an opinion on
      these financial statements and financial highlights based on our audits.
          We conducted our audits in accordance with generally accepted auditing
      standards. Those standards require that we plan and perform the audit to
      obtain reasonable assurance about whether the financial statements and
      financial highlights are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements. Our procedures included
      confirmation of securities owned at March 31, 1995, by correspondence with
      the custodian and brokers. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that
      our audits provide a reasonable basis for our opinion.
          In our opinion, the financial statements and financial highlights
      referred to above present fairly, in all material respects, the financial
      position of the Legg Mason Value Trust, Inc. as of March 31, 1995, and the
      results of its operations, changes in its net assets, and financial
      highlights for each of the respective periods stated in the first
      paragraph, in conformity with generally accepted accounting principles.
                                                        COOPERS & LYBRAND L.L.P.
      Baltimore, Maryland
      April 28, 1995
14


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission