<PAGE> COVER
As filed with the Securities and Exchange Commission on August 11, 1994
Registration No. 33-54807
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1200960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 South Calvert Street
Baltimore, Maryland 21202
(410) 539-0000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THEODORE S. KAPLAN
Senior Vice President
and General Counsel
Legg Mason, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 539-4073
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to
the public:
From time to time after the effective date of this
Registration Statement.
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 ]
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE> 1
PROSPECTUS
399,991 Shares
LEGG MASON, INC.
Common Stock
($.10 Par Value)
This Prospectus relates to 399,991 shares of Common Stock,
$.10 par value per share (the "Common Stock"), of Legg Mason,
Inc. (the "Company") which may be offered for sale by the Selling
Stockholders named herein or by pledgees, donees, transferees or
other successors in interest. The sales of shares of Common Stock
hereunder will be for the account of the Selling Stockholders or
such other persons, and the Company will not receive any proceeds
from such sales.
The shares offered hereby may be sold by the Selling
Stockholders, or by pledgees, donees, transferees or other
successors in interest from time to time on the New York
Stock Exchange, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Such
transactions may be effected by selling to or through one or more
broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders or such other persons who may be
effecting sales hereunder. The Selling Stockholders or other
persons effecting sales hereunder and any broker-dealers that
participate in the distribution may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 (the
"Securities Act"), and any commissions received by them and
any profits realized on the resale of shares by them may be
deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholders or other persons
effecting sales hereunder may agree to indemnify such
broker-dealers against certain liabilities, including
liabilities under the Securities Act. See "Selling
Stockholders" and "Plan of Distribution."
The Company has agreed to pay certain costs and expenses
incurred in connection with the registration of the shares of
Common Stock offered hereby, except that the Selling Stockholders
will pay the fees of their own counsel and will be responsible
for certain other expenses. See "Selling Stockholders."
On August 10, 1994, the reported last sale price of the Common
Stock on the New York Stock Exchange was $21.375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 11, 1994.
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith, files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed with the
Commission can be inspected and copied during normal business
hours at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices at Seven
World Trade Center, 13th Floor, New York, New York 10048; and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Such materials can also be
inspected at the offices of The New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a
Registration Statement on Form S-3 (the "Registration Statement,"
which term shall encompass all amendments, exhibits, annexes and
schedules thereto), pursuant to the Securities Act, and the rules
and regulations promulgated thereunder, with respect to the
Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission, and to which reference is
hereby made. Statements contained in this Prospectus as to the
contents of any contract, agreement or other document referred to
are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved.
No dealer, salesman or any other person is authorized
to give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
in connection with the offer contained herein, and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company, the Selling
Stockholders, any other person effecting sales hereunder, or any
underwriter. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than the registered shares of Common Stock to which it relates,
or an offer to any person in any jurisdiction where such an
offer would be unlawful. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company since the date hereof, or that the
information contained or incorporated by reference herein is
correct as of any time subsequent to the date hereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the
Company under the Exchange Act (File No. 1-8529) with the
Commission are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1994 and (2) the description of the Company's Common
Stock contained in Amendment on Form 8 filed July 17, 1991
amending the Company's Registration Statement on Form 8-A.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide, without charge, to each
person to whom this Prospectus has been delivered a copy of any
or all of the documents referred to above which have been or may
be incorporated by reference herein, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference therein). Requests for such copies should be directed
to Legg Mason, Inc., 111 South Calvert Street, Baltimore,
Maryland 21202, Attention: Charles A. Bacigalupo, Secretary,
telephone number (410) 539-0000.
<PAGE> 3
THE COMPANY
The Company is a holding company which, through its
subsidiaries, is engaged in securities brokerage and trading,
investment management of Company-sponsored mutual funds and
individual and institutional accounts, investment banking for
corporations and municipalities, sale of insurance products and
limited partnership investments, commercial mortgage banking and
provision of other financial services. The Company's
broker-dealer subsidiaries are Legg Mason Wood Walker,
Incorporated ("Legg Mason Wood Walker") and Howard, Weil,
Labouisse, Friedrichs Incorporated ("Howard Weil"), each of which
is a regional broker-dealer and investment banking firm serving
individual, institutional, corporate and municipal clients. Legg
Mason Wood Walker operates primarily in the Mid-Atlantic and
Mid-South regions of the United States, and Howard Weil operates
primarily in the Mid-South region. The Company's other
subsidiaries include Legg Mason Fund Adviser, Inc., which serves
as investment adviser to or manager of Company-sponsored mutual
funds with aggregate assets of approximately $3.7 billion as of
March 31, 1994; Western Asset Management Company, which
specializes in the management of fixed income assets for
institutional accounts and had approximately $10.5 billion under
management as of that date (not including assets in
Company-sponsored mutual funds for which it serves as investment
adviser); Legg Mason Capital Management, Inc., which serves as
investment adviser to individual and institutional accounts with
assets under management of approximately $615 million as of that
date; Gray, Seifert & Co., Inc., which serves as investment
adviser to wealthy individual, family group, endowment and
foundation accounts with assets of approximately $670 million as
of that date; The Fairfield Group, Inc., which serves as
investment adviser to mutual funds (with assets of approximately
$560 million as of that date) structured to meet the investment
needs of banks and bank trust departments; and Latimer & Buck,
Inc. and Dorman & Wilson, Inc., which are primarily engaged in
commercial mortgage banking and commercial loan servicing, with a
total commercial loan servicing portfolio of approximately $12.0
billion as of that date.
Through Legg Mason Wood Walker and its predecessors,
the Company has been engaged in the securities business since
1899. At March 31, 1994, the Company had approximately 2,650
full-time employees, including 890 full-time investment brokers.
The Company has 88 brokerage offices in 21 states, the District
of Columbia, and Paris, France. Securities transactions for
individual investors, a majority of whom are located in the
Mid-Atlantic region of the United States, were the source of
approximately 50% of the Company's total revenues in fiscal 1994.
The executive offices of the Company are located at
111 South Calvert Street, Baltimore, Maryland 21202, and its
telephone number is (410) 539-0000. Unless the context otherwise
requires, all references to the "Company" herein include Legg
Mason, Inc. and its predecessors and subsidiaries.
SELLING STOCKHOLDERS
The following table sets forth the names of the
Selling Stockholders and the number of shares of Common Stock
owned by each of them and offered hereunder. Except for the
shares listed below, none of the Selling Stockholders is
presently the beneficial owner of any shares of Common Stock.
<TABLE>
<CAPTION>
Number of Shares
<S> <C>
SPI Corporation 99,914
Miles P.H. Seifert 84,684
Edward W.T. Gray, III 75,611
Lawrence A. Bishop 54,008
Richard T. Arkwright 43,206
Jeffrey P. Seifert 5,400
Timothy B. Seifert 5,400
Christopher H. Seifert 5,400
Taylor Gray 5,400
Peter G. Gray 5,400
Carolyn B. Gray 5,400
Robert Bishop 2,700
Jill Ann Arkwright 2,700
<PAGE> 4
<S> <C>
Jan Arkwright Cuomo 2,700
Marie Fiore 1,755
Anne Selkovits 108
John Nevin, Jr. 27
Amy LaGuardia 178
Total 399,991
</TABLE>
The 399,991 shares of Common Stock to which this Prospectus
relates were acquired by the Selling Stockholders from the
Company in connection with the Company's acquisition in April,
1994 of GSH & Co., Inc. ("GSH"), the parent of Gray, Seifert &
Co., Inc. ("GSC"), an investment advisory firm located in New
York, New York. Pursuant to the acquisition agreement, certain
shares included in the above table (Edward W. T. Gray, III--3,780
shares; Miles P. H. Seifert--4,234 shares; Lawrence A. Bishop--
2,700 shares; and Richard T. Arkwright--2,160 shares) are being
held in escrow until approximately one year after the closing
date of the acquisition to secure a contingent obligation to
indemnify the Company in certain events under the terms of the
acquisition agreement. Messrs. Seifert, Gray, Arkwright and
Bishop serve as the Chairman of the Board, President, Executive
Vice President and Executive Vice President, respectively, of
GSH and GSC.
The Company and the Selling Stockholders have agreed that the
Company will pay the costs and expenses incurred in connection
with the registration of the Common Stock and this offering,
except that the Selling Stockholders shall pay the fees of their
own counsel and shall be responsible for all selling commissions
and all transfer taxes and related charges in connection with the
offer and sale of such shares. In addition, the Company has
agreed to indemnify the Selling Stockholders against liability
arising from actual or alleged misstatements in the Registration
Statement of which this Prospectus forms a part (other than
liabilities arising from information supplied by a Selling
Stockholder in connection with the Registration Statement), and
the Selling Stockholders have agreed to indemnify the Company
against liability arising from actual or alleged misstatements
or omissions in the Registration Statement as the result of
misstatements or omissions in the information supplied by the
Selling Stockholders in connection with the Registration
Statement.
PLAN OF DISTRIBUTION
The sale of all or a portion of the shares of Common Stock
offered hereby by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest may be effected from
time to time on the New York Stock Exchange, in negotiated
transactions or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices
or at negotiated prices. Such transactions may be effected by
selling to or through one or more broker-dealers, and such
broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the
Selling Stockholders or such other persons who may be effecting
sales hereunder. The Selling Stockholders or other persons
effecting sales hereunder and any broker-dealers that participate
in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commissions received
by them and any profits realized on the resale of shares by them
may be deemed to be underwriting discounts and commissions under
the Securities Act. The Selling Stockholders or other persons
effecting sales hereunder may agree to indemnify such broker-
dealers against certain liabilities, including liabilities
under the Securities Act. See "Selling Stockholders."
Upon the Company being notified by a Selling Stockholder that
any material arrangement has been entered into with a broker or
dealer for the sale of shares through a block trade, special
offering or a purchase by a broker or dealer, a supplemented
Prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (a) the name of each such
broker-dealer; (b) the number of shares involved; (c) the price
at which such shares were sold; (d) the commissions paid or
discounts or concessions allowed to such broker-dealer, where
applicable; (e) that such broker-dealer did not conduct any
investigation to verify the information set out or incorporated
by reference in this Prospectus, as supplemented; and (f) other
facts material to the transaction.
EXPERTS
The consolidated statements of financial condition as of
March 31, 1994 and 1993 and the consolidated statements of
earnings, cash flows, and stockholders' equity for each of the
three years in the period ended March 31, 1994, and the
consolidated financial statement schedules listed in Item
14(a)(1) and (2) of the 1994 Form 10-K incorporated by reference
<PAGE> 5
in this Prospectus from the 1994 Form 10-K, have been
incorporated herein in reliance on the reports of Coopers &
Lybrand, independent accountants, given on the authority of that
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby
have been passed upon for the Company by Theodore S. Kaplan,
Esq., the Company's General Counsel.
<PAGE> II-1
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses estimated to be
borne by the Company in connection with the offering described in
this Registration Statement. All such expenses other than the
Securities and Exchange Commission registration fee are estimates:
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee........................... $2,708
Accounting fees and expenses................ 1,500
Printing and/or reproduction................ 500
Miscellaneous expenses...................... 292
Total..................... $5,000
</TABLE>
The Selling Stockholders will pay the fees and expenses of
their own counsel in connection with the offering described in
this Registration Statement.
Item 15. Indemnification of Directors and Officers
The Registrant's By-laws provide for indemnification of any
person who is serving or has served as a director or officer of
the Registrant, against all liabilities and expenses incurred in
connection with any action, suit or proceeding arising out of
such service to the full extent permitted under Maryland law.
Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a Maryland corporation may
indemnify any director or officer made a party to an action or
proceeding by reason of service in that capacity, against
judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with such action or proceeding
unless it is proved that the director or officer (i) acted in bad
faith or with active and deliberate dishonesty, (ii) actually
received an improper personal benefit in money, property or
services or (iii) in the case of a criminal proceeding, had
reasonable cause to believe that his act was unlawful. However,
if the proceeding is a derivative suit in favor of the
corporation, indemnification may not be made if the individual is
adjudged to be liable to the corporation. In no case may
indemnification be made until a determination has been reached
that the director or officer has met the applicable standard of
conduct. Indemnification for reasonable expenses is mandatory if
the director or officer has been successful on the merits or
otherwise in the defense of any action or proceeding covered by
the indemnification statute. The statute also provides for
indemnification of directors and officers by court order. The
indemnification provided or authorized in the indemnification
statute does not preclude a corporation from extending other
rights (indemnification or otherwise) to directors and officers.
The Registrant's officers and directors are insured against
certain liabilities under a policy maintained by the Registrant
with aggregate coverage of $10,000,000.
<PAGE> II-2
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
5* - Opinion of Theodore S. Kaplan, Esq., Senior
Vice President and General Counsel of the
Registrant.
23(a)* - Consent of Coopers & Lybrand.
(b)* - Consent of Theodore S. Kaplan, Esq.
(included in Exhibit 5).
24* - Powers of Attorney of certain directors of
registrant (included on signature pages
hereto).
*Previously filed
</TABLE>
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made of the securities registered hereby, a
post-effective amendment to this registration statement to (i)
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) 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; and (iii) 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 the registration statement; provided, however,
that the undertakings set forth in clauses (i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 shall be deemed to be the initial
bona fide offering thereof; and
(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.
(b) The undersigned Registrant hereby undertakes 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
that is incorporated by reference herein, 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
provisions described under the first two paragraphs of Item 15
above, 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
<PAGE> II-3
of the Registrant in the successful defense of any action, suit or proceeding)
is asserted against the Registrant 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.
<PAGE> II-4
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 Amendment No. 1 to registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of
Maryland, on the 11th day of August, 1994.
LEGG MASON, INC.
By:/s/ Raymond A. Mason
Raymond A. Mason
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director whose
signature appears below constitutes and appoints Raymond A.
Mason, John F. Curley, Jr. and Charles A. Bacigalupo, and each of
them acting singly, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including pre-effective and
post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them acting singly, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to registration statement has been signed
below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Raymond A. Mason President and Chief Executive Officer, August 11, 1994
Raymond A. Mason Director (Principal Executive Officer)
/s/ F. Barry Bilson Vice President - Finance August 11, 1994
F. Barry Bilson (Principal Financial Officer)
/s/ Eileen M. O'Rourke Controller August 11, 1994
Eileen M. O'Rourke (Principal Accounting Officer)
[SIGNATURES CONTINUED]
<PAGE> II-5
[SIGNATURES CONTINUED]
<S> <C> <C>
* Director August 11, 1994
Harold L. Adams
* Director August 11, 1994
Charles A. Bacigalupo
* Director August 11, 1994
Kenneth S. Battye
* Director August 11, 1994
James W. Brinkley
* Director August 11, 1994
Edmund J. Cashman, Jr.
/s/John F. Curley, Jr. Director August 11, 1994
John F. Curley, Jr.
* Director August 11, 1994
Harry M. Ford, Jr.
* Director August 11, 1994
Richard J. Himelfarb
* Director August 11, 1994
John E. Koerner, III
* Director August 11, 1994
John B. Levert, Jr.
[SIGNATURES CONTINUED]
<PAGE> II-6
[SIGNATURES CONTINUED]
<S> <C> <C>
Director
W. Curtis Livingston
* Director August 11, 1994
Edward I. O'Brien
Director
Peter F. O'Malley
* Director August 11, 1994
Nicholas J. St. George
* Director August 11, 1994
Roger W. Schipke
* Director August 11, 1994
James E. Ukrop
*By: /s/ John F. Curley, Jr.
John F. Curley, Jr.
Attorney-in-Fact
</TABLE>
<PAGE> INDEX
EXHIBIT INDEX
Exhibit
Number Description
5* - Opinion of Theodore S. Kaplan, Esq.,
General Counsel of the Registrant.
23(a)* - Consent of Coopers & Lybrand.
(b)* - Consent of Theodore S. Kaplan, Esq.
(included in Exhibit 5).
24* - Powers of Attorney of certain directors
of registrant (included on signature
pages hereto).
*Previously filed
