<PAGE> COVER
As filed with the Securities and Exchange Commission on July 31, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
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 Identification No.)
incorporation or organization)
111 South Calvert Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
LEGG MASON, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
THEODORE S. KAPLAN, ESQUIRE
Senior Vice President and General Counsel
Legg Mason, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
(Name and address of agent for service)
(410) 539-0000
(Telephone number, including area code, of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered (1) Per Unit (2) Price Fee
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shs. $27.9375 $27,937,500 $9,633.62
($.10 Par Value)
(1) There is also being registered hereunder such additional number of
shares of Common Stock as may be issued pursuant to the anti-dilution
provisions of the Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h). The proposed maximum offering price per share is
based upon the average of the high and low prices for the stock on the
New York Stock Exchange on July 26, 1995.
</TABLE>
<PAGE> 1
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Legg Mason, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:
(a) Registration Statement on Form S-8 as filed on
December 4, 1987, Registration No. 33-18870.
(b) The Company's Annual Report on Form 10-K for the
year ended March 31, 1995, filed on June 29, 1995.
(c) The description of the Company's Common Stock,
$.10 par value, contained in Amendment No. 3 to the Company's
Application for Registration on Form 8-A, filed July 17, 1991.
In addition to the foregoing, all documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 5 of this Registration Statement,
which Exhibit Index is incorporated herein by reference.
<PAGE> 2
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-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Baltimore, State of Maryland, on the 27th day of
July, 1995.
LEGG MASON, INC.
By:/s/ Raymond A. Mason
Raymond A. Mason, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond A.
Mason, John F. Curley, Jr. and Charles A. Bacigalupo, and each of
them, 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 necessary and requisite 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 registration statement has been signed 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, Chief July 27, 1995
Raymond A. Mason Executive Officer,
Director (Principal
Executive Officer)
[SIGNATURES CONTINUED]
<PAGE> 3
[SIGNATURES CONTINUED]
<S> <C> <C>
/s/ F. Barry Bilson Vice President-Finance July 27, 1995
F. Barry Bilson (Principal Financial
Officer)
/s/ Eileen M. O'Rourke Controller (Principal July 27, 1995
Eileen M. O'Rourke Accounting Officer)
/s/ Harold L. Adams Director July 27, 1995
Harold L. Adams
/s/ Charles A. Bacigalupo Director July 27, 1995
Charles A. Bacigalupo
/s/ James W. Brinkley Director July 27, 1995
James W. Brinkley
/s/ Edmund J. Cashman, Jr. Director July 27, 1995
Edmund J. Cashman, Jr.
/s/ John F. Curley, Jr. Director July 27, 1995
John F. Curley, Jr.
/s/ Harry M. Ford, Jr. Director July 27, 1995
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director July 27, 1995
Richard J. Himelfarb
[SIGNATURES CONTINUED]
<PAGE> 4
[SIGNATURES CONTINUED]
<S> <C> <C>
/s/ John E. Koerner, III Director July 27, 1995
John E. Koerner, III
/s/ John B. Levert, Jr. Director July 27, 1995
John B. Levert, Jr.
/s/ W. Curtis Livingston Director July 27, 1995
W. Curtis Livingston
/s/ Edward I. O'Brien Director July 27, 1995
Edward I. O'Brien
/s/ Peter F. O'Malley Director July 27, 1995
Peter F. O'Malley
/s/ Nicholas J. St. George Director July 27, 1995
Nicholas J. St. George
/s/ Roger W. Schipke Director July 27, 1995
Roger W. Schipke
/s/ Margaret DeB. Tutwiler Director July 27, 1995
Margaret DeB. Tutwiler
/s/ James E. Ukrop Director July 27, 1995
James E. Ukrop
/s/ William Wirth Director July 27, 1995
William Wirth
<PAGE> 5
</TABLE>
<TABLE>
<CAPTION>
EXHIBITS INDEX
Regulation S-K Description of
Exhibit Number Document
<S> <C>
Exhibit 4 Legg Mason, Inc. Amended
and Restated Employee
Stock Purchase Plan
(As Amended 1995)
Exhibit 5 Opinion of Theodore S.
Kaplan, Esq., General
Counsel of the Registrant
Exhibit 23(a) Consent of Coopers &
Lybrand L.L.P., independent
public accountants
Exhibit 23(b) Consent of Theodore S.
Kaplan, Esq. (included
in Exhibit 5)
</TABLE>
<PAGE> 1
Exhibit 4
LEGG MASON, INC.
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(As Amended 1995)
1. PURPOSE OF PLAN
The purpose of the Legg Mason, Inc. Employee Stock
Purchase Plan (the "Plan") is to provide an opportunity for
eligible employees of Legg Mason, Inc. (the "Company") and its
subsidiaries (the Company and each of its subsidiaries being
sometimes hereinafter referred to as the "Employer") to purchase
shares of the Company's Common Stock through regular payroll
deductions.
2. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 16,
the number of shares of Common Stock which may be purchased by
participants under the Plan commencing with purchases made from
and after completion of the purchase of the 625,000 shares (as
adjusted pursuant to Section 16) authorized by the Plan as
adopted in December 1987 shall be 1,000,000 shares.
3. ADMINISTRATION
3.1 The Plan will be administered by a committee
(the "Committee") consisting of at least three members of the
Board of Directors of the Company, none of whom shall be eligible
to participate in the Plan. Members of the Committee shall be
appointed, and may be removed, by the affirmative vote of a
majority of the entire Board of Directors. No member of the
<PAGE> 2
Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan.
3.2 Subject to the provisions of the Plan, the
Committee shall have authority to interpret the Plan, to
prescribe, amend and rescind rules relating to it and to make all
other determinations necessary or advisable in administering the
Plan, all of which determinations shall be final and binding upon
all persons.
4. ELIGIBLE EMPLOYEES
Any regular employee of the Company or any of its
subsidiaries who has reached the age of majority in the state in
which he resides will be eligible to participate in the Plan. A
"regular employee" is any employee who is regularly scheduled to
work twenty-five or more hours per week, and who fills an
authorized, non-temporary position. No member of the Board of
Directors who is not an employee of the Company or a subsidiary
or who is a member of the Committee will be eligible to
participate.
5. PARTICIPATION
An eligible employee may enroll as a participant
in the Plan by completing and signing a payroll deduction
authorization form and forwarding the completed form to his
Employer. Enrollment will become effective as soon as
practicable following receipt of the form by the Employer. The
form will state the whole percentage of salary or wages to be
<PAGE> 3
deducted regularly from the employee's pay and will authorize the
purchase of stock for him in each Payment Period (as defined in
Section 6 hereof) in accordance with the terms of the Plan.
6. PAYMENT PERIODS AND EMPLOYEE CONTRIBUTIONS
6.1 Each calendar month shall be a Payment Period
during which payroll deductions will be accumulated under the
Plan. Each Payment Period includes only regular paydays falling
within it. The Committee, in its discretion, may establish other
Payment Periods for designated classes of participating
employees.
6.2 A participant may authorize payroll
deductions in a whole percentage amount of not less than 1% and
not more than 10% of compensation received during a Payment
Period. For purposes of the Plan, compensation shall be deemed
to include wages, salary, commissions, bonuses and overtime pay.
A participant may not contribute amounts to purchase stock under
the Plan in any manner other than by payroll deductions.
6.3 The total amount of payroll deductions for a
participant during any calendar year may not exceed $25,000.
6.4 A participant may at any time (but in no
event more than once during any calendar year) increase or
decrease his payroll deduction by completing and forwarding a new
payroll deduction authorization form to the Employer in
accordance with Section 5. The change may not become effective
sooner than the next Payment Period.
<PAGE> 4
7. EMPLOYER CONTRIBUTIONS
Each Employer will contribute an amount equal to
5% of the amount of each of its participating employee's monthly
payroll deductions. The Board of Directors of the Company may at
any time increase or decrease the amount of the Employer
contribution. Neither the Employer's contribution nor any
payment of costs by the Employer under this Plan shall constitute
a part of base earnings, compensation or salary of an employee
for purposes of determining wage scales, insurance, pension
benefits or other employee benefits.
8. METHOD OF OPERATION
8.1 The Committee will designate a bank, broker-
dealer or other firm as Agent to maintain accounts in the names
of the participants and to effect purchases and sales of shares
of the Company's Common Stock through registered broker-dealers.
The Agent shall be subject to removal by action of the Committee
at any time.
8.2 The Employer will pay brokerage commissions,
if any, and other charges with respect to purchases made under
the Plan and reinvestment of dividends under the Plan. Brokerage
commissions, if any, and other charges in connection with sales
will be payable by the participant. Commissions under the Plan
will be determined by negotiation between the Agent and the
brokers through which the Agent effects purchases and sales of
the Company's Common Stock.
<PAGE> 5
8.3 The Employer will deduct funds from each
participant's salary as authorized and, as promptly as
practicable after the end of each Payment Period, forward the
total of the amounts deducted for all participants, together with
the Employer's contribution, to the Agent at such address as is
designated in writing by the Agent, together with a list of
participants and the amounts applicable to the account of each
participant.
8.4 The Company, and any of its subsidiaries with
the consent of the Company, may advance payroll deductions or
Employer contributions, or both, on behalf of any other
subsidiary.
8.5 Upon receipt of funds from the Employer, the
Agent will, as promptly as practicable, cause to be purchased for
the participants as many whole and fractional shares of Common
Stock of the Company as such funds will permit. The amount of
stock purchased will depend upon the market price of the
Company's Common Stock at the time such purchases are made. Such
purchases shall be allocated by the Agent, at the average cost
thereof, to the participants' accounts in proportion to the
respective amount received for each participant. Allocations
will be made in full shares and in fractional shares to the
thousandth of a share.
9. PARTICIPANT'S ACCOUNT WITH THE AGENT
9.1 Shares purchased pursuant to the Plan will be
held in the custody of the Agent. The Agent may hold in nominee
<PAGE> 6
or street name certificates for shares purchased pursuant to the
Plan, and may commingle shares in its custody pursuant to the
Plan in a single account without identification as to individual
participants.
9.2 The participant may at any time, by prior
written notice, instruct the Agent to effect the sale of all of
the whole shares held in his account. The participant may also,
by prior written notice, instruct the Agent to sell less than all
of the whole shares in his account, but such partial sales will
be permitted not more than once during any calendar year. All
sales shall be made through such brokerage firm or firms as may
be selected by the Agent. Upon receipt of the proceeds of the
sale from one or more broker-dealers, the Agent will mail the
participant a check for such proceeds, less the brokerage
commission, if any, and any transfer taxes, registration fee or
other charges incurred in connection with the sale.
9.3 Each participant's account will be credited,
without charge to the participant, with all dividends in respect
of the whole shares and fractional shares held in the account.
Cash dividends will automatically be reinvested in shares of the
Company's Common Stock as promptly as practicable following the
Agent's receipt of such dividends.
9.4 The Agent will deliver to each participant a
quarterly statement reflecting the amount of payroll deductions
and Employer contributions for the prior calendar quarter, the
number of whole and fractional shares purchased for the
<PAGE> 7
participant's account during such quarter, the average price per
share of all stock purchased for the participant's account during
such quarter, and the number of whole and fractional shares held
in the account at the end of such quarter.
10. TERMINATION OF PAYROLL DEDUCTIONS
10.1 A participant may voluntarily terminate
payroll deductions under the Plan at any time by delivering
written notice to his Employer. As soon as practicable following
receipt of such notice, the Employer will instruct the Agent to
deliver to the participant a stock certificate representing the
number of whole shares credited to his account, together with a
check representing the net proceeds from the sale of any
fractional interest in shares.
10.2 A participant who terminates deductions under
the Plan shall be deemed to have withdrawn from the Plan and may
thereafter re-enter the Plan by following the procedure set forth
in Section 5 hereof, provided that no employee may withdraw from
and re-enter the Plan more than once during any six-month period.
11. STOCK CERTIFICATES; FRACTIONAL SHARES
Stock certificates representing shares purchased
under the Plan will be issued to participants only upon their
written request (which may be made not more than once during any
six-month period) or at the time of termination of the Plan or
upon a participant's termination of payroll deductions under the
Plan. Certificates will be issued only for whole numbers of
shares.
<PAGE> 8
12. NO TRANSFER OR ASSIGNMENT OF PARTICIPANT'S RIGHTS
No right or interest of any participant in any payroll
deductions, Employer contributions, Employer payment of
commissions or fees nor any other interest of participants or
obligations of any Employer under this Plan may be assigned or
transferred by participants in whole or in part, whether directly
or by operation of law or otherwise.
13. WITHHOLDING TAXES
All withholding taxes payable with respect to
contributions by any Employer under this Plan will be deducted
from the balance of the participant's compensation and will not
reduce the remittance to the Agent on his behalf.
14. TERMINATION OF PARTICIPANT'S RIGHTS
A participant's rights under the Plan will
terminate immediately upon his retirement, resignation,
discharge, death or other termination of employment, or upon the
participant ceasing to be a "regular employee" as defined in
Section 4 hereof. An authorization of termination of rights
under the Plan will be considered as having been received from
the employee on the date his employment ceases or he ceases to be
a regular employee. As soon as practicable following such date,
the Agent will deliver to the participant a stock certificate
representing the number of whole shares held in the participant's
account, together with a check representing the net proceeds from
the sale of any fractional shares.
<PAGE> 9
15. RIGHTS AS A STOCKHOLDER
15.1 None of the rights or privileges of a
stockholder of the Company shall exist with respect to shares
purchased under this Plan unless and until a stock certificate
representing such shares shall have been issued to the nominee
for each participant or directly to the participant. In the case
of shares held in the name of the nominee holder, such rights and
privileges shall only inhere indirectly to the participant as a
beneficial owner, and the Company shall be entitled to treat the
nominee as the record owner of such shares.
15.2 The Agent will deliver to each participant as
promptly as practicable by mail or otherwise, all notices of
meetings, proxy statements, proxies or other material distributed
by the Company to its stockholders. The whole shares in each
participant's account will be voted by the Agent in accordance
with the participant's signed proxy instructions duly delivered
to the Agent. There will be no charge to the participants in
connection with such notices, proxies or other material.
16. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON
STOCK
If the outstanding shares of Common Stock of the
Company shall at any time be changed or exchanged by declaration
of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation or other corporate
reorganization in which the Company is the surviving corporation,
the Committee shall make an appropriate adjustment in the number
and kind of shares subject to this Plan. The determination of
<PAGE> 10
the Committee as to the terms of any such adjustment shall be
conclusive.
17. AMENDMENT OF THE PLAN
The Board of Directors may at any time, or from
time to time, amend this Plan in any respect; provided, however,
that without the prior approval of the holders of a majority of
the shares of Common Stock of the Company then issued and
outstanding and entitled to vote, no amendment shall be made (i)
increasing or decreasing the number of shares covered by the Plan
(other than as provided in Section 16) or (ii) materially
modifying the eligibility requirements for participation in the
Plan.
18. TERMINATION OF THE PLAN
18.1 The Board of Directors may terminate the Plan
at any time, provided that such termination shall not impair the
rights of participants outstanding at the time of termination.
The Plan will in any event terminate at such time as the
accumulated payroll deductions of participants are sufficient to
purchase a number of shares equal to or greater than the number
of shares remaining available for purchase under the Plan.
18.2 If at any time shares remain available for
purchase within the number of shares authorized under the Plan,
but not in sufficient number to satisfy all then unfilled
purchase requirements, the available shares shall be allocated by
the Committee. Upon termination of this Plan all funds in the
<PAGE> 11
accounts of participating employees not applied to the purchase
of shares hereunder shall be promptly refunded.
19. PAYMENT OF EXPENSES RELATED TO THE PLAN
The Company will bear all costs of administering
and carrying out the Plan. Neither the Company nor any other
Employer will pay any expenses, commissions or taxes in
connection with sales of shares by the Agent at the request of
the participant. Expenses payable by the participant in
connection with any such sale shall be deducted from the proceeds
of sale prior to remittance to the participant.
20. NO RIGHT TO CONTINUED EMPLOYMENT
The Plan and any right to purchase shares under
the Plan shall not confer upon any employee any right to
continuance of employment by the Company or any subsidiary, nor
shall they restrict or interfere in any way with the right of the
Company or any subsidiary to terminate an employee's employment
at any time.
21. EFFECTIVE DATE
The operation of this Plan shall commence as of
such date as the Plan receives all necessary governmental
approvals, including registration under the Securities Act of
1933 of the shares of Common Stock subject to the Plan.
<PAGE> 1
Legg Mason, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
July 28, 1995
Board of Directors
Legg Mason, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
Re: Legg Mason, Inc.
Employee Stock Purchase Plan
Gentlemen:
This opinion is being furnished in connection with the
registration of 1,000,000 shares (the "Shares") of common stock,
par value $.10 per share, of Legg Mason, Inc. (the "Company")
with the Securities and Exchange Commission on Form S-8.
Please be advised that I have examined the corporate
records of the Company (including the Articles of Incorporation,
as amended, Bylaws, as amended, and minutes) and such other
documents as I considered necessary to give the opinion set forth
below. In connection with my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to me as originals, and the conformity to the original
document of all documents submitted to me as copies.
Based upon and subject to the foregoing, it is my
opinion that the Shares covered by the Registration Statement
will, upon purchase of such Shares by participants in accordance
with the terms of the Legg Mason, Inc. Employee Stock Purchase
Plan, as such Plan is incorporated in the Registration Statement,
constitute legally issued, full paid and non-assessable shares of
the Company.
Exhibits 5 and 23(b)
<PAGE> 2
July 28, 1995
Page 2
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my name
therein and in the Prospectus. In giving this consent, I do not
admit that I am within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Theodore S. Kaplan
Theodore S. Kaplan
General Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
___________________
We consent to the incorporation by reference in the
registration statement of Legg Mason, Inc. on Form S-8 (which
registers 1,000,000 shares of Legg Mason, Inc. Common Stock under
the Company's Employee Stock Purchase Plan) of our reports dated
May 2, 1995, on our audits of the consolidated financial statements
and financial statement schedules of Legg Mason, Inc. and
Subsidiaries as of March 31, 1995 and 1994, and for each of the
three years in the period ended March 31, 1995, which reports are
included in Legg Mason, Inc.'s 1995 Annual Report on Form
10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
July 31, 1995
Exhibit 23(a)
