SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 10, 2000
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LEGG MASON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 1-8529 52-1200960
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
100 Light Street, Baltimore, Maryland 21202
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(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 539-0000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On March 10, 2000, Legg Mason, Inc. (the "Company") issued a press
release regarding the execution of a merger agreement for the Company to acquire
Perigee Inc. A copy of the press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99 Press Release of Legg Mason, Inc. dated March 10, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LEGG MASON, INC.
Date: March 10, 2000 By: /s/ Robert F. Price
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Robert F. Price
Senior Vice President
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EXHIBIT INDEX
Exhibit
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99 Press Release of Legg Mason, Inc. dated March 10, 2000
For immediate release For further information:
Elisabeth N. Spector
Senior Vice President
410-539-0000
LEGG MASON TO OFFER STOCK
FOR LEADING CANADIAN MONEY MANAGER
Baltimore, MD - March 10, 2000 - Legg Mason, Inc. (NYSE: LM) and Perigee Inc.
(PGC-T) announced today that they have entered into a definitive merger
agreement for Legg Mason to acquire Perigee, one of Canada's leading
institutional investment managers, in a pooling of interests transaction for 5.2
million Legg Mason common shares.
The Board of Directors of Perigee has unanimously recommended that shareholders
approve the proposed transaction, and the management of Perigee, as well as
Perigee's largest institutional shareholder, have signed support agreements
agreeing to vote their shares in favor of the proposed transaction.
The merger agreement contemplates a "Plan of Arrangement" according to which
Perigee will become an indirect, wholly owned subsidiary of Legg Mason, Inc. and
will continue to be managed by its principals. No management or other
organizational changes are anticipated.
Perigee Inc., headquartered in Toronto, is the 9th largest institutional
investment management firm in Canada, with approximately $14 billion (C$20.5
billion) of assets under management as of December 31, 1999. Through predecessor
companies, Perigee has been providing a broad range of investment management
services to clients for over 25 years. With offices in Vancouver, Waterloo,
Montreal and Toronto, Perigee manages assets for institutional and retail
clients through separate accounts, pooled funds and mutual funds. The company's
common stock is listed on the Toronto Stock Exchange (symbol: PGC-T). For
additional information, please see Perigee's web site: www.perigeeinvest.com.
Raymond A. Mason, chairman and chief executive officer of Legg Mason, said, "We
are delighted that Perigee, which is an outstanding Canadian money manager, has
decided to join the Legg Mason family. Perigee, which has very competitive
Canadian investment performance, will be our experts in the Canadian investment
market and we look forward to working together to provide U.S. and international
investment products and counsel to their Canadian clients."
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Alex Wilson, CEO and Managing Principal of Perigee, commented that "Perigee
initiated this merger to ensure that client needs for international asset
management can be met by high calibre professionals operating in international
markets. This relationship with Legg Mason will enable Perigee to deliver to its
Canadian clients an exceptional range of superior US and international
investment solutions."
In the proposed transaction, Perigee shareholders will be entitled to receive
0.387 of a share of exchangeable stock of Legg Mason Canada Holdings for each
Perigee share they hold, subject to adjustment in certain circumstances. The
exchangeable shares are the economic equivalent of shares of common stock of
Legg Mason, Inc. and may be exchanged for those shares on a one-for-one basis at
any time. The exchangeable shares carry the right to direct the voting rights of
an equivalent number of Legg Mason common shares and they will also receive any
future dividends and other distributions on an equal basis.
The structure of the transaction is expected to provide the opportunity for a
tax-free exchange for Canadian holders of Perigee stock. The exchangeable shares
are deemed Canadian property for qualified Canadian investors.
The transaction is conditioned upon regulatory approvals and approval by Perigee
shareholders and is expected to be completed in late May. It is expected to be
accretive to Legg Mason's earnings per share on a cash basis but modestly
dilutive on a reported basis.
Legg Mason, Inc., headquartered in Baltimore, is a financial services holding
company which provides investment advisory, securities brokerage, investment
banking and related financial services through its wholly owned subsidiaries. As
of December 31, 1999, Legg Mason reported assets under management of $104.2
billion.
