<PAGE> COVER
Rule 424(b)(3)
File No.: 333-44475
PROSPECTUS
2,574,156 Shares
LEGG MASON, INC.
Common Stock
($.10 Par Value)
This Prospectus relates to 2,574,156 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, a wholly-owned subsidiary of the Company ("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, as amended (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 January 30, 1998, the reported last sale price of the Common Stock
on the New York Stock Exchange was $49 7/16 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 February 2, 1998.
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (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 on the Commission's Internet site at
"http://www.sec.gov" and 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, 1997; (2) the Company's Quarterly Reports on Form 10-Q
for the quarters ended June 30, 1997 and September 30, 1997; and (3) the
description of the Company's Common Stock contained in the Amendment on
Form 8 filed April 25, 1997 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, upon written or oral request of such person,
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.,
<PAGE> 3
100 Light Street, Baltimore, Maryland 21202, Attention: Charles A.
Bacigalupo, Secretary, telephone number (410) 539-0000.
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 advisory subsidiaries are Western Asset Management Company,
Brandywine Asset Management, Inc. ("Brandywine"), Legg Mason Fund Adviser,
Inc., Bartlett & Co. and Batterymarch Financial Management, 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 100 Light 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 and an aggregate 218,993
shares subject to stock options exercisable within 60 days of the date of
this Prospectus held by Messrs. Hoffman, Jamison, Kuensell, Smith and
Trumpbour which have been registered pursuant to a registration statement
on Form S-8, none of the Selling Stockholders is presently the beneficial
owner of any shares of Common Stock.
<TABLE>
<CAPTION>
Name Number of Shares
<S> <C>
Robert F. Boyd 13,687
Benedict E. Capaldi 155,446
Luz E. Carey 977
Alexander C. Cutler 1,955
Judy L. DiMaio 977
Paul D. Ehrlichman 188,687
Earl J. Gaskins 4,888
W. Anthony Hitschler 823,184
David F. Hoffman 25,419
Michael D. Jamison 178,910
Scott L. Kuensell 18,575
Paul R. Lesutis 214,106
Carl M. Lindberg 255,167
Henry F. Otto 165,223
Willard J. Scott 58,659
Stephen S. Smith 394,972
Steven M. Tonkovich 25,419
Edward A. Trumpbour 47,905
Total 2,574,156
</TABLE>
<PAGE> 4
The 2,574,156 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 16, 1998 of Brandywine, an
investment advisory firm located in Wilmington, Delaware (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. The purpose
of the escrow 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 for use in the preparation of 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 for use in the preparation of 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 and an agreement entered into
among the Selling Stockholders, there are certain limitations on the
aggregate number of shares that can be sold hereunder during certain periods
by the Selling Stockholders. For the period beginning the date of this
Prospectus and ending November 1, 1998, the aggregate number of shares that
can be sold by all of the Selling Stockholders is 386,123 shares, less the
total number of shares of Common Stock sold by the Selling Stockholders in
one or more underwritten public offerings effected pursuant to the
Registration Statement or otherwise.
EXPERTS
The consolidated statements of financial condition as of March 31, 1997
and 1996 and the consolidated statements of earnings, cash flows, and
stockholders' equity for each of the three years in the period ended
March 31, 1997, and the consolidated financial statement schedules listed in
Item 14(a)(1) and (2) of the 1997 Form 10-K incorporated by reference in
this Prospectus from the 1997 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.
<PAGE> 5
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.
