<PAGE> COVER
As filed with the Securities and Exchange Commission on September 10, 1999
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 WOOD WALKER, INCORPORATED
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(Full Title of the Plan)
ROBERT F. PRICE, 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 Amount
Title of Amount Maximum Aggregate 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 100,000 shs. $ 39.1875 $ 3,918,750 $ 1,089.41
($.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 Wood Walker,
Incorporated Deferred Compensation/Phantom Stock Plan 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 September 9, 1999.
<PAGE> 1
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering an additional
100,000 shares of common stock, $.10 par value, of Legg Mason, Inc. (the
"Company" or the "Registrant") issuable pursuant to Legg Mason Wood Walker,
Incorporated Deferred Compensation/Phantom Stock Plan (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.: 33-28609).
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, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999.
(c) The Company's Current Report on Form 8-K dated June 3, 1999.
(d) 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.
<PAGE> 2
Experts
The consolidated financial statements and financial statement
schedules of the Company and its subsidiaries as of March 31, 1999 and 1998
and for each of the years in the three-year period ended March 31, 1999,
incorporated in this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the year ended March 31, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts
in accounting and auditing.
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 Robert F. Price, Esq., the
Company's General Counsel and Senior Vice President. Mr. Price 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.
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.
<PAGE> 3
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.
The foregoing summaries are subject to the complete text of the
statute, By-Laws and agreements 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
4.1 Legg Mason Wood Walker, Incorporated Deferred
Compensation/Phantom Stock Plan, as amended
(incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
March 31, 1999).
4.2 Articles of Incorporation of the Company, as amended
(incorporated by reference to Form 10-Q for the
quarter ended September 30, 1996).
4.3 By-laws of the Company, as amended and restated
April 25, 1988 (incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended March 31, 1988).
5 Opinion of Robert F. Price, Esq.,
Senior Vice President and
General Counsel of the Registrant.
23(a) Consent of PricewaterhouseCoopers LLP,
independent public accountants.
23(b) Consent of Robert F. Price, Esq.
(included in Exhibit 5).
24 Powers of Attorney of certain directors
of the Registrant (included on signature
pages hereto).
<PAGE> 4
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:
(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 herein, 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.
<PAGE> 5
(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 herein, 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 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 10th day of September, 1999.
LEGG MASON, INC.
By: /s/ Robert F. Price
Robert F. Price
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 Robert F. Price, 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, September 10, 1999
Raymond A. Mason President and Chief
Executive Officer
(Principal Executive
Officer)
[SIGNATURES CONTINUED]
<PAGE> 7
[SIGNATURES CONTINUED]
/s/ Timothy C. Scheve Executive Vice President September 10, 1999
Timothy C. Scheve (Principal Financial Officer)
/s/ Charles J. Daley, Jr. Vice President September 10, 1999
Charles J. Daley, Jr. (Principal Accounting
Officer)
/s/ Harold L. Adams Director September 10, 1999
Harold L. Adams
/s/ Charles A. Bacigalupo Director September 10, 1999
Charles A. Bacigalupo
/s/ James W. Brinkley Director September 10, 1999
James W. Brinkley
/s/ Edmund J. Cashman, Jr. Director September 10, 1999
Edmund J. Cashman, Jr.
/s/ Harry M. Ford, Jr. Director September 10, 1999
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director September 10, 1999
Richard J. Himelfarb
[SIGNATURES CONTINUED]
<PAGE> 8
[SIGNATURES CONTINUED]
/s/ John E. Koerner, III Director September 10, 1999
John E. Koerner, III
/s/ W. Curtis Livingston Director September 10, 1999
W. Curtis Livingston
/s/ Edward I. O'Brien Director September 10, 1999
Edward I. O'Brien
/s/ Peter F. O'Malley Director September 10, 1999
Peter F. O'Malley
/s/ Nicholas J. St. George Director September 10, 1999
Nicholas J. St. George
/s/ Roger W. Schipke Director September 10, 1999
Roger W. Schipke
/s/ Margaret DeB. Tutwiler Director September 10, 1999
Margaret DeB. Tutwiler
/s/ James E. Ukrop Director September 10, 1999
James E. Ukrop
/s/ William Wirth Director September 10, 1999
William Wirth
<PAGE> 9
EXHIBIT INDEX
Description of
Exhibit Number Document
4.1 Legg Mason Wood Walker, Incorporated Deferred
Compensation/Phantom Stock Plan, as amended
(incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
March 31, 1999).
4.2 Articles of Incorporation of the Company, as amended
(incorporated by reference to Form 10-Q for the
quarter ended September 30, 1996).
4.3 By-laws of the Company, as amended and restated
April 25, 1988 (incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended March 31, 1988).
5 Opinion of Robert F. Price, Esq.,
Senior Vice President and
General Counsel of the Registrant.
23(a) Consent of PricewaterhouseCoopers LLP,
independent public accountants.
23(b) Consent of Robert F. Price, Esq.
(included in Exhibit 5).
24 Powers of Attorney of certain directors
of the Registrant (included on signature
pages hereto).
[LEGG MASON, INC. LETTERHEAD]
September 10, 1999
Board of Directors
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Re: Legg Mason Wood Walker, Incorporated Deferred
Compensation/Phantom Stock Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is being furnished in connection with the registration
of 100,000 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, 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 Wood Walker, Incorporated Deferred
Compensation/Phantom Stock Plan (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 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
September 10, 1999
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/ Robert F. Price
Robert F. Price
General Counsel
RFP:pc
CONSENT OF INDEPENDENT ACCOUNTANTS
___________________
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 2, 1999 relating to the
financial statements, which appears in Legg Mason, Inc.'s Annual Report on
Form 10-K for the year ended March 31, 1999. We also consent to the
incorporation by reference of our report dated June 2, 1999 relating to
the financial statement schedules, which appears in such 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
September 10, 1999
Exhibit 23(a)
