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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934
LEGG MASON, INC.
(Exact name of registrant as specified in charter)
AMENDMENT NO. 4
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Application for Registration on Form 8-A, as heretofore amended,
as set forth in the pages attached hereto.
(List all such items, financial statements, exhibits or
other portions amended)
Description of Registrant's
Item 1 Securities to be Registered
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
LEGG MASON, INC.
(Registrant)
By: /s/Theodore S. Kaplan
Theodore S. Kaplan
Senior Vice President
Dated: April 25, 1997
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Item 1, "Description of Registrant's Securities to be
Registered", is hereby amended by deleting such item in its
entirety and substituting the following in its place:
"Item 1. Description of Registrant's Securities to be
Registered.
The following is a description of the capital stock of
the Registrant:
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Legg Mason, Inc. (the
"Company") consists of 100,000,000 shares of Common Stock, par
value $.10 per share, and 4,000,000 shares of Preferred Stock,
par value $10.00 per share.
Common Stock
Holders of Common Stock are entitled to one vote per
share on matters to be voted upon by the stockholders, to receive
dividends out of funds legally available for distribution when
and if declared by the Board of Directors and to share ratably in
the assets of the Company legally available for distribution to
its stockholders in the event of liquidation, dissolution or
winding-up of the Company, after provision for distributions to
the holders of any Preferred Stock.
The Company may not pay any dividend (other than in
shares of Common Stock) or make any distribution of assets on
shares of Common Stock until cumulative dividends on any
Preferred Stock then outstanding have been paid.
Holders of Common Stock have no preemptive,
subscription, redemption or conversion rights.
The Company's Bylaws provide for a classified board of
directors consisting of three classes with staggered three-year
terms.
Transfer Agent
The transfer agent and registrar for the Company's
Common Stock is First Union National Bank of North Carolina,
Charlotte, North Carolina.
Preferred Stock
The Company's Articles of Incorporation authorize the
Board of Directors to issue shares of Preferred Stock, par value
$10.00 per share, and to fix the terms (including voting rights,
dividends, redemption and conversion provisions, if any, and
rights upon liquidation) of any shares issued. Outstanding
shares of Preferred Stock which are redeemed or are converted to
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Common Stock are restored to the status of authorized and
unissued shares of Preferred Stock issuable in series by the
Board of Directors of the Company. There are presently no shares
of Preferred Stock outstanding.
The Board of Directors has the authority, under the
Company's Articles of Incorporation, to classify or reclassify
any unissued Preferred Stock from time to time by setting or
changing the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of the
stock.
Business Combination Provisions Under Company Charter
Maryland law requires the affirmative vote of at least
a majority of all of the outstanding shares entitled to vote to
approve a merger, consolidation, share exchange or disposition of
all or substantially all of the Company's assets. The Company's
Articles of Incorporation require the affirmative vote of not
less than 70% of the then outstanding voting shares of the
Company to approve any "business combination" of the Company with
any "Related Person" unless certain conditions have been met. In
addition, the 70% vote must include the affirmative vote of at
least 55% of the outstanding shares of voting stock held by
stockholders other than the Related Person. Accordingly, the
actual vote required to approve the business combination may be
greater than 70%, depending upon the number of shares controlled
by the Related Person. A Related Person is defined to include
any person or entity which is, directly or indirectly, the
beneficial owner of 15% or more of the outstanding shares of the
Company's voting stock, including any affiliate or associate of
such person or entity. The term "business combination" is
defined to include a wide variety of transactions between the
Company and a Related Person, including a merger, consolidation,
share exchange or sale of assets having a fair market value
greater than 10% of the book value of the Company's consolidated
assets.
However, if the Related Person pays a "fair price" to
the Company's stockholders in the transaction, the 70%
requirement would not be applicable and the proposed business
combination could be approved by a simple majority of the
stockholders unless otherwise required by Maryland law, provided
that such affirmative vote includes at least 55% of the voting
stock held by persons other than the Related Person. Under the
Articles, the "fair price" must be at least equal to the greater
of the highest price paid or agreed to be paid by the Related
Person to purchase shares of the Company's Common Stock, or the
highest market price of the Common Stock, in each case during the
24-month period prior to the taking of such vote, or the per
share book value of the Common Stock at the end of the calendar
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quarter immediately preceding the taking of such vote. In
addition, the "fair price" consideration to be received by the
Company's stockholders must be of the same form and kind as the
most favorable form and kind of consideration paid by the Related
Person in acquiring any of its shares of Common Stock of the
Company.
The special voting provisions are not applicable to a
business combination authorized by the Board of Directors by a
vote which includes a majority of the "Disinterested Directors"
of the Company. A Disinterested Director is defined to include
any member of the Board of Directors who is not the Related
Person (or an affiliate or associate of the Related Person) and
who was a Director prior to the time that the Related Person
became a Related Person, and any successor of a Disinterested
Director who is not the Related Person (or an affiliate or
associate of the Related Person) and who is recommended to
succeed a Disinterested Director by a majority of the
Disinterested Directors then on the Board.
These special voting provisions may not be amended,
altered, changed or repealed except by the affirmative vote of at
least 70% of the shares of stock entitled to vote at a meeting of
the stockholders called for the consideration of such amendment,
alteration, change or repeal, and at least 55% of the outstanding
shares of stock entitled to vote thereon held by stockholders who
are not Related Persons, unless such proposal shall have been
proposed by the Board of Directors by a vote which includes a
majority of the Disinterested Directors.
The business combination provisions under the Company's
charter could have the effect of delaying, deterring or
preventing a change in control of the Company. Any possible
change in control could be similarly affected by the
applicability of certain Maryland anti-takeover statutes dealing
with business combinations and acquisitions of controlling blocks
of shares."
