<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.
1988 NON-EMPLOYEE DIRECTOR OPTION 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 125,000 shs. $27.9375 $3,492,188 $1,204.20
($.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
Director Option 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 February 4, 1992,
Registration No. 33-45453.
(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.
Signature Title Date
/s/ Raymond A. Mason President, Chief July 27, 1995
Raymond A. Mason Executive Officer,
Director (Principal
Executive Officer)
[SIGNATURES CONTINUED]
<PAGE> 3
[SIGNATURES CONTINUED]
<TABLE>
<CAPTION>
<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
</TABLE>
<PAGE> 5
EXHIBITS INDEX
<TABLE>
<CAPTION>
Regulation S-K Description of
Exhibit Number Document
<S> <C>
Exhibit 4 Legg Mason, Inc. Amended
and Restated 1988 Stock
Option Plan for
Non-Employee Directors
(As Amended 1993)
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
LEGG MASON, INC.
1988 Stock Option Plan
For Non-Employee Directors
(As Amended June 2, 1993)
1. Purpose.
This Stock Option Plan for Non-Employee Directors (the
"Plan") is intended to attract and retain the services of
experienced and knowledgeable independent directors of Legg
Mason, Inc. (the "Company") for the benefit of the Company and
its shareholders and to provide additional incentive for such
directors to continue to work for the best interests of the
Company and its shareholders.
2. Stock Subject to the Plan.
There are reserved for issuance upon the exercise of
options granted under the Plan 140,000 shares of Common Stock of
the Company (the "Common Stock"). Such shares may be authorized
and unissued shares of Common Stock or previously outstanding
shares of Common Stock then held in the Company's treasury. If
any option granted under the Plan shall expire or terminate for
any reason without having been exercised in full, the shares
subject thereto as to which the option has not been exercised
shall again be available for the purposes of issuance upon the
exercise of options granted under the Plan.
3. Administration.
The Plan shall be administered by the Board of
Directors of the Company (the "Board"). Subject to the express
provisions of the Plan, the Board shall have plenary authority to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions
of the option grants or agreements (which shall comply with and
be subject to the terms and conditions of the Plan) and to make
all other determinations necessary or advisable for the
administration of the Plan. The Board's determinations of the
matters referred to in this Paragraph 3 shall be conclusive.
4. Eligibility.
Each director of the Company who is not otherwise an
employee of the Company or a subsidiary and who has not
previously been an employee of the Company or a subsidiary for a
period of at least two years prior to the date of his first
election as a director shall automatically be granted an option
to purchase 2,000 shares of Common Stock (subject to adjustment
as provided in Paragraph 7) on the date of the initial
appointment or election of such director. Following the initial
grant, each then current non-employee director shall
Exhibit 4
<PAGE> 2
automatically be granted on the date of each annual meeting of
the shareholders of the corporation an option for 2,000 shares
(subject to adjustment as provided in Paragraph 7).
Only non-qualified stock options (options which do not
qualify as "incentive stock options" under Section 422A of the
Internal Revenue Code of 1986, as amended shall be granted under
the Plan.
5. Option Grants.
(a) The purchase price of the Common Stock under each
option granted under the Plan shall be the mean of the high and
low sales prices of the Common Stock on the New York Stock
Exchange on the date of grant of the option (or the next
preceding date on which trading occurred if there was no trading
on the date of grant). In the event that the Common Stock is no
longer traded on the New York Stock Exchange at the date of any
grant, then the Board shall establish the purchase price at the
fair market value determined under Treasury Regulation Section
20.2031-2.
(b) Options shall be fully exercisable immediately
after the date of grant. The term of each option shall be ten
years from the date of grant thereof, or such shorter period as
is prescribed in Paragraphs 5(c) and 5(d). Except as provided in
Paragraphs 5(c) and 5(d), no option may be exercised at any time
unless the holder thereof is then a director of the Company.
Upon exercise, the option price is to be paid in full
in cash. Upon exercise of an option, the Company shall have the
right to retain without notice sufficient shares of stock to
cover government withholding taxes or deductions, if any, as
described in Paragraph 9. For purposes of the preceding
sentence, the market value of any shares retained shall be the
mean of the high and low sales prices of the Common Stock on the
New York Stock Exchange on the exercise date (or the next
preceding date on which trading occurred if there was no trading
on the date of grant); if the Common Stock is no longer traded on
the New York Stock Exchange, the fair market value on such date
shall be determined under Treasury Regulation Section 20.2031-2.
An option shall be exercisable only by delivery of
written notice to the Corporation. Such notice shall state the
election to exercise the option and the number of shares in
respect of which it is being exercised, and shall be signed by
the person or persons so exercising the option. In the event an
option shall be exercised pursuant to Paragraph 5(d) by any
person or persons other than the director to whom the option was
issued, such notice shall be accompanied by appropriate evidence
of the right of such person or persons to exercise such option.
<PAGE> 3
(c) In the event that the optionee shall cease to serve
as a director, the optionee may exercise the option at any time
prior to the earlier of (i) the expiration of the term of the
option or (ii) the first anniversary of the date of termination
of service as a director.
Nothing in the Plan or in any option granted pursuant
to the Plan shall confer on any individual any right to continue
as a director of the Company or interfere in any way with the
right of the Company to terminate the optionee's service as a
director at any time.
(d) In the event of the death of a director to whom an
option has been granted under the Plan, the option may be
exercised by a legatee or legatees of the option holder under his
last will or by his personal representatives or distributees at
any time prior to the earlier of (i) the expiration of the term
of the option or (ii) the second anniversary of the date of
termination of service as a director.
6. Transferability and Shareholder Rights of Holders of Options.
No option granted under the Plan shall be transferable
otherwise than by will or by the laws of descent and
distribution, and an option may be exercised, during the lifetime
of the holder thereof, only by him. The holder of an option
shall have none of the rights of a shareholder until the shares
subject thereto shall have been registered in the name of the
person or persons exercising such option on the transfer books of
the Company upon such exercise.
7. Adjustments Upon Changes in Capitalization.
Notwithstanding any other provision of the Plan, the
number and class of shares subject to the options and the option
prices of the options covered thereby shall be proportionately
adjusted in the event of changes in the outstanding Common Stock
by reason of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares,
split-ups, split-offs, spin-offs, liquidations or other similar
changes in capitalization, or any distribution to common
shareholders other than cash dividends and, in the event of any
such change in the outstanding Common Stock, the aggregate number
and class of shares available under the Plan and the number of
shares as to which options may be granted shall be appropriately
adjusted by the Board. The Board's determination of any
adjustment shall be conclusive.
<PAGE> 4
8. Amendment and Termination.
Unless the Plan shall theretofore have been terminated
as hereinafter provided, the Plan shall terminate on, and no
awards of options shall be made after, April 25, 1998; provided,
however, that such termination shall have no effect on options
granted prior thereto. The Plan may be terminated, modified or
amended by the shareholders of the Company. The Board of
Directors of the Company may also terminate the Plan or modify or
amend the Plan in such respects as it shall deem advisable in
order to conform to any change in any law or regulation
applicable thereto, or in other respects which shall not change
(i) the total number of shares as to which options may be
granted, (ii) the class of persons eligible to receive options
under the Plan, (iii) the manner of determining the option
prices, (iv) the period during which options may be granted or
exercised or (v) the provisions relating to the administration of
the Plan by the directors of the Company.
9. Withholding.
Upon the transfer of the Common Stock as a result of
the exercise of an option, the Company shall have the right to
retain without notice sufficient shares of stock (taken at the
mean of the high and low sales prices of such stock on the New
York Stock Exchange on the date of exercise) to cover the amount
of any tax required by any government to be withheld or otherwise
deducted and paid with respect to such payment, remitting any
balance to the optionee; provided, however, that the optionee
shall have the right to provide the Company with the funds to
enable it to pay such tax.
10. Effectiveness of the Plan.
The Plan became effective on April 25, 1988, the date
of its adoption by the Board of Directors, subject to approval by
the vote of a majority of the votes cast by holders of the shares
of Common Stock at a meeting of the shareholders within twelve
months after the date of adoption of the Plan by the Board of
Directors. In the event such shareholder approval is not
obtained, the Plan and any options theretofore granted thereunder
shall be null and void and of no further force or effect.
<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. 1988 Non-Employee
Director Option Plan Registration
Statement on Form S-8
Gentlemen:
This opinion is being furnished in connection with the
registration of 125,000 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 issuable as contemplated by the
Registration Statement or otherwise covered by the Registration
Statement will, upon issuance of such Shares by the Company in
accordance with the terms of the Legg Mason, Inc. 1988
Non-Employee Director Option Plan, as such Plan is incorporated
by reference 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 125,000 shares of Legg Mason, Inc. Common Stock under
the Company's 1988 Non-Employee Director Option 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)
