<PAGE> COVER
As filed with the Securities and Exchange Commission on August 11, 1998
Registration No. 333-_________
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)
100 Light Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
LEGG MASON, INC.
1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
THEODORE S. KAPLAN, ESQUIRE
Senior Vice President and General Counsel
Legg Mason, Inc.
100 Light 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 Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered (1) Per Share (2) Price Fee
<S> <C> <C> <C> <C>
Common Stock 316,667 shs. $ 57.25 $18,129,185.75 $ 5,348.11
($.10 Par Value)
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares
as may be issuable under the Legg Mason, Inc. 1998 Stock Option Plan
For Non-Employee Directors in connection with stock splits, stock
dividends or similar transactions.
(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 sale prices for
Legg Mason, Inc. common stock on the New York Stock Exchange on
August 5, 1998.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering an additional
316,667 shares of common stock, $.10 par value, of Legg Mason, Inc. (the
"Company") issuable pursuant to the Legg Mason, Inc. 1998 Stock Option Plan
For Non-Employee Directors (the "Plan").
This Registration Statement hereby incorporates by reference the
contents of the Company's previously-filed Registration Statement on Form S-8
(Registration No.: 33-61441).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities
and Exchange Commission (the "Commission") are incorporated herein by
reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998.
(b) The description of the Company's common stock, $.10 par value,
contained in Amendment No. 4 to the Company's Application for Registration on
Form 8-A, filed April 25, 1997.
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, as amended (the "Exchange Act"), 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 or deemed to be
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 also is or is deemed to be 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.
Experts
The consolidated financial statements and financial statement
schedules of the Company and its subsidiaries as of March 31, 1998 and
1997 and for each of the years in the three-year period ended March 31,
1998, included in the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998, have been incorporated by reference
in this Registration Statement in reliance upon the report of
PricewaterhouseCoopers LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm
<PAGE> 2
as experts in accounting and auditing. To the extent that
PricewaterhouseCoopers LLP audits and reports on financial statements
of the Company issued at future dates, and consents to the use of their
report thereon, such financial statements also will be incorporated by
reference in this Registration Statement in reliance upon their report
and said authority.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Company's common stock registered
hereby have been passed upon for the Company by Theodore S. Kaplan, Esq.,
the Company's General Counsel. Mr. Kaplan beneficially owns, and has rights
to acquire under an employee benefit plan of the Company, an aggregate of
less than one percent of the common stock of the Company.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law
("Section 2-418") 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 or
failed to act 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 or omission 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 Section 2-418. Section 2-418 also provides
for indemnification of directors and officers by court order. The
indemnification provided or authorized in Section 2-418 does not preclude a
corporation from extending other rights (indemnification or otherwise) to
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.
The Registrant's officers and directors are insured against certain
liabilities under certain policies maintained by the Registrant with
aggregate maximum coverage of $35,000,000.
<PAGE> 3
The foregoing summaries are subject to the complete text of the
statute, By-Laws and policies referred to above and are qualified in their
entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Description of
Exhibit Number Document
4 Legg Mason, Inc. 1998 Stock Option Plan For
Non-Employee Directors (incorporated by reference
to the Company's Annual Report on Form 10-K for
the year ended March 31, 1998).
5 Opinion of Theodore S. Kaplan, Esq.,
Senior Vice President and
General Counsel of the Registrant.
23(a) Consent of PricewaterhouseCoopers LLP,
independent public accountants.
23(b) Consent of Theodore S. Kaplan, Esq.
(included in Exhibit 5).
24 Powers of Attorney of certain directors
of the Registrant (included on signature
pages hereto).
The Plan is not intended to be qualified under Section 401 of the
Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
<PAGE> 4
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To 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
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each 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.
(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, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference herein 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
<PAGE> 5
Commission such indemnification is against public policy as expressed in
the Securities 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 of the Registrant in the successful defense
of any action, suit or proceeding) is asserted 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE> 6
SIGNATURES
The Registrant. 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 11th day of August, 1998.
LEGG MASON, INC.
By: /s/ Theodore S. Kaplan
Theodore S. Kaplan
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raymond A. Mason, Richard J. Himelfarb
and Theodore S. Kaplan, 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 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 Chairman of the Board, August 11, 1998
Raymond A. Mason President and Chief
Executive Officer
(Principal Executive
Officer)
[SIGNATURES CONTINUED]
<PAGE> 7
/s/ F. Barry Bilson Vice President - August 11, 1998
F. Barry Bilson Finance
(Principal Financial
and Accounting Officer)
/s/ Harold L. Adams Director August 11, 1998
Harold L. Adams
/s/ Charles A. Bacigalupo Director August 11, 1998
Charles A. Bacigalupo
/s/ James W. Brinkley Director August 11, 1998
James W. Brinkley
/s/ Edmund J. Cashman, Jr. Director August 11, 1998
Edmund J. Cashman, Jr.
/s/ Harry M. Ford, Jr. Director August 11, 1998
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director August 11, 1998
Richard J. Himelfarb
/s/ John E. Koerner, III Director August 11, 1998
John E. Koerner, III
[SIGNATURES CONTINUED]
<PAGE> 8
/s/ W. Curtis Livingston Director August 11, 1998
W. Curtis Livingston
/s/ Edward I. O'Brien Director August 11, 1998
Edward I. O'Brien
/s/ Peter F. O'Malley Director August 11, 1998
Peter F. O'Malley
/s/ Nicholas J. St. George Director August 11, 1998
Nicholas J. St. George
/s/ Roger W. Schipke Director August 11, 1998
Roger W. Schipke
/s/ Margaret DeB. Tutwiler Director August 11, 1998
Margaret DeB. Tutwiler
/s/ James E. Ukrop Director August 11, 1998
James E. Ukrop
/s/ William Wirth Director August 11, 1998
William Wirth
<PAGE> 9
EXHIBIT INDEX
Description of
Exhibit Number Document
4 Legg Mason, Inc. 1998 Stock Option Plan For
Non-Employee Directors (incorporated by reference
to the Company's Annual Report on Form 10-K for
the year ended March 31, 1998).
5 Opinion of Theodore S. Kaplan, Esq.,
Senior Vice President and
General Counsel of the Registrant.
23(a) Consent of PricewaterhouseCoopers LLP,
independent public accountants.
23(b) Consent of Theodore S. Kaplan, Esq.
(included in Exhibit 5).
24 Powers of Attorney of certain directors
of the Registrant (included on signature
pages hereto).
<PAGE> 1
[LEGG MASON, INC. LETTERHEAD]
August 11, 1998
Board of Directors
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Re: Legg Mason, Inc. 1998 Stock Option Plan
For Non-Employee Directors
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is being furnished in connection with the registration
of 316,667 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, By-Laws, 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 issuance of such
Shares pursuant to the Legg Mason, Inc. 1998 Stock Option Plan For
Non-Employee Directors (the "Plan") by the Company (assuming such issuances
are made in accordance with the terms of the Plan, as such Plan is filed as
an Exhibit to and incorporated by reference into the Registration Statement),
constitute legally issued, fully paid and non-assessable shares of common
stock of the Company.
Exhibits 5 and 23(b)
<PAGE> 2
August 11, 1998
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
TSK:pc
<PAGE> 1
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 316,667 shares of
Legg Mason, Inc. Common Stock under the Legg Mason, Inc. 1998 Stock Option
Plan For Non-Employee Directors) of our reports dated May 4, 1998, on our
audits of the consolidated financial statements and financial statement
schedules of Legg Mason, Inc. and Subsidiaries as of March 31, 1998 and 1997,
and for each of the three years in the period ended March 31, 1998, which
reports are included in Legg Mason, Inc.'s 1998 Annual Report on Form 10-K.
We also consent to the reference to our firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Baltimore, Maryland
August 11, 1998
Exhibit 23(a)
