<PAGE> 1
424 (b) (1)
333-00017
PROSPECTUS
1,324,091 Shares
LEGG MASON, INC.
Common Stock
($.10 Par Value)
This Prospectus relates to 1,324,091 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, trading "regular way," in brokerage transactions effected
through Legg Mason Wood Walker, Incorporated ("Legg Mason Wood
Walker") at market prices prevailing at the time of sale. Legg
Mason Wood Walker may receive compensation in the form of
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 Legg Mason Wood Walker may be
deemed to be "underwriters" within the meaning of the Securities Act
of 1933 (the "Securities Act"), and any commissions received by it
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 Legg Mason Wood Walker
against certain liabilities, including liabilities under the
Securities Act. See "Selling Stockholders."
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 December 29, 1995, the reported last sale price of the
Common Stock on the New York Stock Exchange was $27.50 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 January 5, 1996.
<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, 1995; (2) the
Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1995 and September 30, 1995; and (3) the description of
the Company's Common Stock contained in the 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 institutional and individual accounts
and Company-sponsored mutual funds, investment banking for
corporations and municipalities, commercial mortgage banking
and provision of other financial services. The Company's
principal broker-dealer subsidiary is Legg Mason Wood Walker,
a full service regional broker-dealer and investment banking firm
operating primarily in the Eastern and Mid-South regions of the
United States. The Company's principal investment management
subsidiaries are Batterymarch Financial Management, Inc., Western
Asset Management Company and Legg Mason Fund Adviser, Inc.
Through Legg Mason Wood Walker and its predecessors, the Company
has been engaged in the securities business since 1899.
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>
Michael S. Cambron * 113,202
Jean R. Collins 3,044
Karen A. Forg 9,687
William A. Friedlander * 106,282
Smith Hickenlooper III * 44,838
Susan J. Hickenlooper * 48,989
Pamella A. Kassner 9,687
Doris J. Leonard 12,731
Peter F. Levin * 83,587
Robert L. Luckerman 16,053
Madelynn M. Matlock * 29,338
Mel B. Mellis * 31,275
James A. Miller * 160,254
Gerald L. Oaks * 55,355
Lorraine S. Phelps 1,937
Donna M. Prieshoff * 29,061
Dale H. Rabiner * 132,576
James B. Reynolds * 87,185
Ralph J. Scherer 2,767
Kenneth L. Schlachter 2,767
Thomas A. Steele 2,767
William C. Stock * 36,534
Woodrow H. Uible * 84,970
Claudia F. Vollmer 17,437
Kathleen S. Wise 16,883
Nancy E. York 6,089
Cornelius W. Hauck 25,463
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<S> <C>
Bruce R. Davies 48,989
Donald S. Schmidt 80,265
Robert J. Bonini 24,079
Total 1,324,091
*Principal Stockholders
</TABLE>
The 1,324,091 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
on January 2, 1996 of Bartlett & Co. ("Bartlett"), an
investment advisory and securities brokerage firm located in
Cincinnati, Ohio (the "Acquisition"). Pursuant to the
acquisition agreement, 10% of the shares owned by each person
included in the above table is being held in an escrow that will
terminate one year after the closing date of the Acquisition and
1.25% of the shares owned by each such person is being held in an
escrow that will terminate at such time as certain potential claims
relating to Bartlett have been resolved. The purpose of the escrows
is to secure contingent obligations to indemnify the Company in
certain circumstances under the terms of the acquisition agreement.
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, trading "regular way,"
in brokerage transactions effected through Legg Mason Wood Walker,
at market prices prevailing at the time of sale. Legg Mason Wood
Walker may receive compensation in the form of 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 Legg Mason Wood Walker may be deemed
to be "underwriters" within the meaning of the Securities Act, and
any commissions received by it 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 Legg Mason Wood Walker against certain liabilities,
including liabilities under the Securities Act. See "Selling
Stockholders."
Pursuant to the acquisition agreement, there are certain
limitations on the aggregate number of shares that can be sold
hereunder during certain periods by those persons who are identified
in the above table as Principal Stockholders. For the period
beginning the date of this Prospectus and ending July 2, 1996,
the aggregate number of shares that can be sold is 424,106 shares;
for the period beginning the date of this Prospectus and ending
January 2, 1997, the aggregate number of shares that can be
sold is 809,814 shares; and for the period beginning the
date of this Prospectus and ending July 2, 1997, the aggregate
number of shares that can be sold is 1,195,522 shares.
EXPERTS
The consolidated statements of financial condition as of
March 31, 1995 and 1994 and the consolidated statements of earnings,
cash flows, and stockholders' equity for each of the three years in
the period ended
<PAGE> 5
March 31, 1995, and the consolidated financial statement
schedules listed in Item 14(a)(1) and (2) of the 1995
Form 10-K incorporated by reference in this Prospectus from the
1995 Form 10-K, have been incorporated herein in reliance on the
reports of Coopers & Lybrand L.L.P., 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. Mr. Kaplan beneficially owns, or has
rights to acquire under an employee benefit plan of the Company,
less than one percent of the Common Stock of the Company.
