LEGG MASON INC
8-K, 2000-05-09
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------



                                    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):           May 8, 2000
                                                  ------------------------------



                                LEGG MASON, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)


        Maryland                           1-8529                52-1200960
- --------------------------------   -----------------------  --------------------
(State or Other Jurisdiction            (Commission            (IRS Employer
     of Incorporation)                    File No.)          Identification No.)



100 Light Street, Baltimore, Maryland                                   21202
- --------------------------------------------------------------------------------
(Address of Principal Executive Office)                               (Zip Code)


Registrant's Telephone Number, Including Area Code:   (410) 539-0000
                                                     ----------------


                                 Not Applicable
- --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)


<PAGE>


Item 5.     Other Events
            ------------

         On May 8, 2000, Legg Mason,  Inc. issued a press release  regarding its
financial results for its fourth quarter and fiscal year ended March 31, 2000. A
copy of the press release is attached  hereto as Exhibit 99 and is  incorporated
herein by reference.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits
            ------------------------------------------------------------------

            (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 May 8, 2000.


<PAGE>

                                   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:  May 9, 2000                     By:  /s/ F. Barry Bilson
                                            F. Barry Bilson
                                            Senior Vice President


<PAGE>


                                  EXHIBIT INDEX

Exhibit

99         Press Release of Legg Mason, Inc. dated May 8, 2000


<PAGE>


                                                                EXHIBIT 99


For immediate release                           For information contact:
                                                F. Barry Bilson
                                                (410) 539-0000
                                                http://www.leggmason.com

                 LEGG MASON'S QUARTER, YEAR EARNINGS UP SHARPLY
              Quarter EPS Up 81% to $.78; Year EPS Up 50% to $2.33
                       Pre-Tax Margin and ROE Also Records

Baltimore,  Maryland -- May 8, 2000 -- Legg Mason,  Inc.  (NYSE:  LM)  announced
today  that its net  earnings  for its  fourth  quarter  ended  March  31,  2000
increased  by 94% over the  corresponding  quarter  of 1999,  to $48.0  million,
driven  primarily  by a 47%  increase  in  commissions  and a  50%  increase  in
principal  transactions.  These results helped the firm record a 60% increase in
net  earnings for the year and the highest  pre-tax  margin and return on equity
since it became a public company in August 1983.

Overall,  record revenues in the firm's asset management area and throughout its
securities  brokerage  business  established new corporate  records for the year
ended March 31, 2000. Total revenues, net revenues, pre-tax income, net earnings
and earnings per share all established a new record.  Total revenues rose 31% to
$1.4  billion,  while net  revenues  grew to $1.2  billion,  up 30%.  Investment
advisory  and related  fees were up 37%, to $534.9  million,  while the combined
revenues of our securities  brokerage business were up 31%. Net earnings for the
year jumped 60%, to $142.5 million,  and diluted  earnings per share climbed 50%
to $2.33.  The firm's pre-tax margin and return on equity for the year were also
records: pre-tax earnings were 19.3% of net revenues versus 15.6% in fiscal 1999
and return on equity was 21.8% versus 17.0% in fiscal 1999.

Total revenues for the quarter were a record $411.9 million,  up 42% from a year
ago, while net revenues were a record $370.6 million,  up 40%. The  contribution
of the firm's overall  securities  brokerage  business was  particularly  strong
during the  quarter,  supported  by a 47% increase in  commission  revenues,  to
$114.6  million,  and a 50%  increase  in both  principal  transactions  and net
interest,  to $39.6 million and $25.3  million,  respectively,  all new records.
Revenues from investment advisory activities also remained strong, increasing by
34% to a record $149.0 million.

Net earnings  for the quarter  were up 94% from the year ago  quarter,  to $48.0
million,  and diluted  earnings  per share  increased  by 81% to $0.78.  Pre-tax
earnings  were 21.8% of net revenues for the  quarter,  up from a 15.1%  pre-tax
margin in the  corresponding  quarter a year ago, and return on equity was 26.7%
versus 18.2%.

<PAGE>

LEGG MASON, INC.
News Release - May 8, 2000
Page 2

The firm also  announced  that its assets  under  management  increased  to $112
billion -- the 35th consecutive quarterly increase in such assets -- up 26% from
$89 billion a year ago and up 7% from the last  quarter.  New  clients  plus net
inflows from existing clients  accounted for  approximately  73% of the increase
over the last year, while market appreciation accounted for 17% of the increase.
New clients plus net inflows from existing clients also accounted for 73% of the
increase in managed assets during the quarter,  with the remaining 27% resulting
from market appreciation.

As of March 31, 2000,  stockholders' equity was $752 million, up 36% from a year
ago, and book value per share was $12.83, up 27%.

         Commenting on Legg Mason's operating results,  chairman and CEO Raymond
A. "Chip" Mason, said:

                        "In both the quarter and fiscal year, our private client
            business,    which   includes   securities   brokerage,    principal
            transactions  and net interest profit,  had outstanding  results and
            was a significant  contributor to our record  performance.  Revenues
            from investment  advisory  activities remained strong as we continue
            to build our asset management  business,  primarily through internal
            growth and also through selected acquisitions.

            Legg Mason continues to maintain a strong financial  condition and I
            am pleased to report that equity  capital  surpassed $750 million at
            March 31, 2000."

Legg Mason, Inc., headquartered in Baltimore, is a holding company that provides
investment  advisory,  securities  brokerage,  investment  banking  and  related
financial services through its wholly owned  subsidiaries.  The Company's common
stock is listed on the New York Stock Exchange (symbol: LM).

<PAGE>


LEGG MASON, INC.
News Release - May 8, 2000
Page 3

<TABLE>
<CAPTION>

                                            LEGG MASON, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF EARNINGS
                                      For the Quarters Ended March 31, 2000 and 1999

                                                                   ($ in 000's, except per share amounts)


<S>                                               <C>             <C>             <C>               <C>
                                                                       % of net                           % of net
                                                        2000           Revenues           1999            Revenues
                                                   ------------   --------------  ----------------   --------------
Revenues:
         Investment advisory and related fees       $  149,006             40.2       $   111,106             41.9
         Commissions                                   114,637             30.9            78,007             29.4
         Principal transactions                         39,631             10.7            26,482             10.0
         Investment banking                             21,578              5.8            18,878              7.1
         Interest                                       66,542             18.0            40,905             15.4
         Other                                          20,464              5.5            13,768              5.2
                                                   ------------   --------------  ----------------  ---------------
           Total revenues                              411,858            111.1           289,146            109.0
         Interest expense                               41,221             11.1            23,981              9.0
                                                   ------------   --------------  ----------------  ---------------
           Net revenues                                370,637            100.0           265,165            100.0

Non-interest expenses:
         Compensation and benefits                     210,354             56.8           162,578             61.3
         Occupancy and equipment rental                 22,187              6.0            16,951              6.4
         Communications                                 14,840              4.0            12,502              4.7
         Floor brokerage and clearing fees               2,032              0.5             1,763              0.6
         Non-cash deferred compensation                      -                -             3,110              1.2
         Other                                          40,337             10.9            28,302             10.7
                                                   ------------   --------------  ----------------  ---------------

                                                       289,750             78.2           225,206             84.9
                                                   ------------   --------------  ----------------  ---------------

Earnings Before Income Taxes                            80,887             21.8            39,959             15.1

         Income tax provision                           32,846              8.8            15,168              5.8
                                                   ------------   --------------  ----------------  ---------------

Net Earnings                                         $  48,041             13.0       $    24,791              9.3
                                                   ============   ==============  ================  ===============

Earnings per common share:
         Basic                                       $    0.83                        $    0.45
         Diluted                                     $    0.78                        $    0.43

Weighted average number of common shares
   outstanding:
         Basic                                          57,540                           54,797
         Diluted                                        61,274                           57,963

</TABLE>


<PAGE>

LEGG MASON, INC.
News Release - May 8, 2000
Page 4

<TABLE>
<CAPTION>

                                            LEGG MASON, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF EARNINGS
                                      For the Fiscal Years Ended March 31, 2000 and 1999

                                                                   ($ in 000's, except per share amounts)

<S>                                               <C>             <C>            <C>              <C>

                                                                       % of net                     % of net
                                                        2000           Revenues         1999        Revenues
                                                   ------------   --------------  -------------   -----------
Revenues:
         Investment advisory and related fees       $  534,896            43.3      $  390,216          41.0
         Commissions                                   362,887            29.4         279,136          29.3
         Principal transactions                        126,267            10.2          94,105           9.9
         Investment banking                             68,905             5.6          76,118           8.0
         Interest                                      222,901            18.0         160,292          16.9
         Other                                          54,948             4.4          46,139           4.9
                                                   ------------   --------------  --------------  -----------
           Total revenues                            1,370,804           110.9       1,046,006         110.0
         Interest expense                              134,322            10.9          94,910          10.0
                                                   ------------   --------------  --------------  -----------
           Net revenues                              1,236,482           100.0         951,096         100.0

Non-interest expenses:
         Compensation and benefits                     743,867            60.2         584,830          61.5
         Occupancy and equipment rental                 80,602             6.5          64,289           6.8
         Communications                                 54,440             4.4          47,963           5.0
         Floor brokerage and clearing fees               7,828             0.6           6,677           0.7
         Non-cash deferred compensation                 (1,063)           (0.1)         10,352           1.1
         Other                                         111,667             9.1          88,210           9.3
                                                   ------------   --------------  --------------  -----------

                                                       997,341            80.7         802,321          84.4
                                                   ------------   --------------  --------------  -----------

Earnings Before Income Taxes                           239,141            19.3         148,775          15.6

         Income tax provision                           96,616             7.8          59,441           6.2
                                                   ------------   --------------  --------------  -----------

Net Earnings                                        $  142,525            11.5      $   89,334           9.4
                                                   ============   ==============  ==============  ===========

Earnings per common share:
         Basic                                      $     2.51                      $     1.64
         Diluted                                    $     2.33                      $     1.55

Weighted average number of common shares
   outstanding:
         Basic                                          56,688                          54,337
         Diluted                                        60,787                          57,657

Book value per common share                         $    12.83                      $    10.08

</TABLE>



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