SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1200960
(State or other jurisdiction (I.R.S. employer incorporation
of identification no.) or organization)
100 Light Street
Baltimore, Maryland 21202
(410) 539-0000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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Robert F. Price
Senior Vice President and General Counsel
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
(410) 539-0000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copy to:
Barry P. Barbash, Esq.
Shearman & Sterling
801 Pennsylvania Ave, N.W.
Washington, DC 20004
(202) 508-8000
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement. If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Aggregate Amount to be Aggregate Offering Aggregate Offering Amount of
to be Registered Registered Price Per Unit(1) Price(1) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 5,210,000 shares $43.8438 $228,426,198.00 $60,304.52
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</TABLE>
(1) In United States dollars or the equivalent thereof in any other currency,
currency unit or units, or composite currency or currencies.
(2) Calculated in accordance with Rule 457(c) under the Securities Act of 1933
based on the average of the high and low prices of the common stock
reported in the consolidated system on April 7, 2000.
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
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<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 13, 2000
PROSPECTUS
5,210,000 SHARES
LEGG MASON, INC.
COMMON STOCK
Pursuant to a "shelf" registration statement of which this prospectus
is a part, we, Legg Mason, Inc., are offering up to 5,210,000 shares of our
common stock, par value $.10 per share. We will deliver the common stock when
the holders of exchangeable shares of our subsidiary Legg Mason Canada Holdings
Ltd., a corporation existing under the Business Corporations Act (New
Brunswick), exchange their exchangeable shares for our common stock or when we
redeem their exchangeable shares for our common stock. The exchangeable shares
will be issued in connection with our acquisition of Perigee Inc. The terms of
the exchangeable shares provide that the redemption price of the exchangeable
shares may be satisfied in whole or in part by the delivery of shares of our
common stock.
Our common stock trades on the New York Stock Exchange under the symbol
"LM". On April 12, 2000, the closing price of Legg Mason, Inc. common stock as
reported on the New York Stock Exchange was $42.6250 per share.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
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The date of this Prospectus is ___________, 2000
<PAGE>
TABLE OF CONTENTS
PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION............................................1
THE COMPANY....................................................................2
MARKET PRICES AND DIVIDEND POLICY..............................................3
THE EXCHANGEABLE SHARES........................................................4
USE OF PROCEEDS................................................................4
DESCRIPTION OF CAPITAL STOCK...................................................5
ERISA MATTERS..................................................................7
PLAN OF DISTRIBUTION...........................................................9
RESALES....................................................................... 9
LEGAL MATTERS.................................................................11
EXPERTS.......................................................................11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 and in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http:/www.sec.gov. Our common stock is listed on the New
York Stock Exchange under the Symbol "LM". Information about us also is
available at the exchange.
This prospectus is part of a registration statement we filed with the
SEC. This prospectus omits some information contained in the registration
statement in accordance with SEC rules and regulations. You should review the
information and exhibits in the registration statement for further information
about us and our consolidated subsidiaries and the securities we are offering.
Statements in this prospectus concerning any document we filed as an exhibit to
the registration statement or that we otherwise filed with the SEC are not
intended to be comprehensive and are qualified by reference to these filings.
You should review the complete document to evaluate these statements.
The SEC allows us to incorporate by reference much of the information
we file with them. This means that we can disclose important information to you
by referring you to those documents that are considered part of this prospectus.
The information that we incorporate by reference in this prospectus is
considered to be part of this prospectus. Because we are incorporating by
reference future filings with the SEC, this prospectus is continually updated
and those future filings may modify or supersede some of the information
included or incorporated in this prospectus. This means that you must look at
all of the SEC filings that we incorporate by reference to determine if any of
the statements in this prospectus or in any document previously incorporated by
reference have been modified or superseded. We incorporate by reference the
documents listed below and any future filings we make with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the date
our offering of securities has been completed or, if later, the date on which
our affiliates cease offering and selling these securities:
o Annual Report on Form 10-K for the year ended March 31, 1999;
o Quarterly Reports on Form 10-Q for the quarters ended June 30,
1999, September 30, 1999 and December 31, 1999;
o Current Reports on Form 8-K dated June 3, 1999 and March 10, 2000;
and
o The description of our common stock, par value $.10 per share,
contained in Amendment No. 4 to our Application for Registration
on Form 8-A, filed April 25, 1997.
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You may obtain a copy of these filings at no cost, by writing or
telephoning us at the following address:
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Attn: Corporate Secretary
(410) 539-0000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different or additional information. We are not
making an offer of these securities in any state where the offer is not
permitted. The information contained in this prospectus is current only as of
the date hereof. Unless the context requires otherwise, the terms "Legg Mason",
"we", "us", and "our" refers to Legg Mason, Inc. and its predecessors and
subsidiaries.
THE COMPANY
We are a holding company which, through our subsidiaries, engages in:
o investment management of institutional and individual accounts and
company-sponsored mutual funds;
o securities brokerage and trading;
o investment banking for corporations and municipalities;
o commercial mortgage banking; and
o other related financial services.
Our subsidiaries principally engaged in the investment advisory
business are:
o Legg Mason Fund Adviser, Inc., which manages company-sponsored
mutual funds;
o Western Asset Management Company, which manages fixed income
assets for our institutional clients;
o Brandywine Asset Management, Inc., which primarily manages equity
portfolios for our institutional and high net worth individual
clients;
o Batterymarch Financial Management, Inc., which manages U.S.,
international and emerging markets equity portfolios for our
institutional clients;
o Bartlett & Co., which manages equity, balanced and fixed income
portfolios for our high-net worth individual and institutional
clients;
o Berkshire Asset Management, Inc., which manages equity and fixed
income portfolios for individual investors and family groups;
o Legg Mason Capital Management, Inc., which manages equity and
fixed income portfolios for our individual and institutional
accounts;
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o Gray, Seifert & Co., Inc., which primarily manages equity
portfolios for our wealthy individual, family group, endowment and
foundation clients;
o Western Asset Management Company Limited, which manages
international fixed income and currency assets for our
institutional clients;
o Berkshire Asset Management, Inc., which manages equity and fixed
income portfolios for individual investors and family groups; and
o Johnson Fry Holdings PLC, which manages retail funds in the United
Kingdom.
All of these subsidiaries, except Berkshire Asset Management, also
serve as investment advisors to company-sponsored mutual funds and/or other
company-structured investment products.
Our principal broker-dealer subsidiary is Legg Mason Wood Walker,
Incorporated, a full service regional broker-dealer and investment banking firm
operating primarily in the Eastern and Mid-South regions of the United States.
We were incorporated in Maryland in 1981 to serve as a holding company
for Legg Mason Wood Walker and our other subsidiaries. The predecessor company
to Legg Mason Wood Walker was formed in 1970 under the name Legg Mason & Co.,
Inc. to combine the operations of Legg & Co., a Maryland-based broker-dealer
formed in 1899, and Mason & Company, Inc., a Virginia-based broker-dealer formed
in 1962. Our subsequent growth has occurred through internal expansion as well
as through our acquisitions of investment management, broker-dealer and
commercial mortgage banking firms. Our principal offices are located at 100
Light Street, Baltimore, Maryland 21202. Our telephone number is (410) 539-0000.
MARKET PRICES AND DIVIDEND POLICY
Our common stock trades on the New York Stock Exchange under the symbol
"LM." There were approximately 2,202 registered holders of our common stock as
of March 31, 2000. The table below sets forth the high and low sales prices of
our common stock as reported for New York Stock Exchange Composite Transactions
and the quarterly cash dividends declared per share of our common stock during
the periods indicated (adjusted for stock splits).
CASH
PRICE RANGE DIVIDENDS
LOW HIGH DECLARED
1998 --- ---- ----------
Quarter Ended:
March 31, 1998......... $23.3750 $31.9375 $.055
June 30, 1998.......... $26.8125 $32.2812 $.055
September 30, 1998..... $20.1562 $31.3438 $.065
December 31, 1998...... $17.3125 $31.5625 $.065
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1999
Quarter Ended:
March 31, 1999......... $26.4375 $35.8750 $.065
June 30, 1999.......... $31.0625 $42.8750 $.065
September 30, 1999..... $32.5625 $40.9375 $.080
December 31, 1999...... $30.6250 $41.7500 $.080
2000
Quarter Ended:
March 31, 2000......... $30.6875 $51.2500 $.080
through April 12, 2000. $41.0000 $47.5000 N/A
See the cover page for the closing price for our common stock on the
New York Stock Exchange on April 12, 2000.
Our board of directors currently intends to continue to pay regular
quarterly cash dividends; however, the declaration and payment of future
dividends will be determined by our board of directors in its sole discretion.
Our board's decision will depend upon our earnings, financial condition and
capital needs and other factors that the board of directors deems relevant.
THE EXCHANGEABLE SHARES
The rights of the holders of the exchangeable shares, including
exchange rights, are described in the draft Plan of Arrangement involving Legg
Mason, Perigee Inc. and Legg Mason Canada Holdings Ltd. The Plan of Arrangement
was filed with the Ontario Superior Court of Justice pursuant to Section 182
of the Business Corporations Act (Ontario) on April 13, 2000.
USE OF PROCEEDS
We will issue the common stock that we are offering in this prospectus
only in exchange for or redemption of the exchangeable shares of Legg Mason
Canada Holdings Ltd., and we will receive no net cash proceeds from that
issuance.
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.10 per share, and 4,000,000 shares of preferred stock, par
value $10.00 per share. As of March 31, 2000, we had 58,599,058 shares of common
stock and no shares of preferred stock outstanding.
Common Stock
Holders of our common stock are entitled to:
o one vote per share on matters to be voted upon by the
stockholders;
o receive dividends out of funds legally available for distribution
when and if declared by our board of directors; and
o share ratably in our assets legally available for distribution to
our stockholders in the event of our liquidation, dissolution or
winding up, after provisions for distributions to the holders of
any preferred stock.
The holders of Legg Mason common stock currently possess exclusive
voting rights in the Company. However, in connection with the Plan of
Arrangement, Legg Mason expects to issue to a trustee for the benefit of the
holders of the exchangeable shares a special voting share carrying voting rights
equal to the number of outstanding exchangeable shares not owned by Legg Mason
and its affiliates.
We may not pay any dividend (other than in shares of our common stock)
or make any distributions of assets on shares of our common stock until
cumulative dividends on any preferred stock then outstanding have been paid.
Holders of our common stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of our common stock are,
and the shares which may be issued upon exchange or redemption of the
exchangeable shares will be, when issued, fully paid and nonassessable.
The holders of our common stock do not have cumulative voting rights.
This means that holders of more than half of the shares can elect all of the
directors and holders of the remaining shares will not be able to elect any
directors. Our by-laws provide for a classified board of directors consisting of
three classes with staggered three-year terms.
Transfer Agent
The transfer agent and registrar for our common stock is First Union
National Bank, Charlotte, North Carolina.
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Preferred Stock
Our Articles of Incorporation authorize our board of directors to issue
shares of preferred stock, par value $10.00 per share, and to fix the terms
(including voting rights, dividends, redemption and conversion provisions, if
any, and rights upon liquidation) of any shares issued. Outstanding shares of
preferred stock that are redeemed or are converted to common stock are restored
to the status of authorized and unissued shares of preferred stock issuable in
series by our board of directors.
Our board of directors has authorized the issuance of one special
voting share of preferred stock in connection with our acquisition of Perigee
Inc. This special voting share will provide the holders of exchangeable shares
of Legg Mason Canada Holdings Ltd. with substantially the same voting rights as
the holders of our common stock. The special voting share will have a number of
votes, which may be cast at a Legg Mason stockholder's meeting, equal to the
number of exchangeable shares outstanding. We intend to issue this special
voting share upon the closing of the Perigee acquisition.
Our board of directors has the authority, under our Articles of
Incorporation, to classify or reclassify any unissued preferred stock from time
to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of the stock.
Two-Tier Business Combination Provisions
Maryland law requires the affirmative vote of at least a majority of
all of the outstanding shares entitled to vote to approve a merger,
consolidation, share exchange or disposition of all or substantially all of our
assets. Our Articles of Incorporation require the affirmative vote of not less
than 70% of our then outstanding voting shares to approve any "business
combination" of us with any "Related Person" unless certain conditions have been
met. In addition, the 70% vote must include the affirmative vote of at least 55%
of the outstanding shares of voting stock held by stockholders other than the
Related Person. Accordingly, the actual vote required to approve the business
combination may be greater than the 70%, depending upon the number of shares
controlled by the Related Person. A Related Person is defined to include any
person or entity which is, directly or indirectly, the beneficial owner of 15%
or more of the outstanding shares of our voting stock, including any affiliate
or associate of such person or entity. The term "business combination" is
defined to include a wide variety of transactions between us and a Related
Person, including a merger, consolidation, share exchange or sale of assets
having a fair market value greater than 10% of the book value of our
consolidated assets.
However, if the Related Person pays a "fair price" to our stockholders
in the transaction, the 70% requirement would not be applicable and the proposed
business combination could be approved by a simple majority of the stockholders
unless otherwise required by Maryland law, provided that such affirmative vote
includes at least 55% of the voting stock held by persons
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other than the Related Person. Under our Articles of Incorporation, the "fair
price" must be at least equal to the greater of
o the highest price paid or agreed to be paid by the Related Person
to purchase shares of our common stock during the 24-month period
prior to the taking of such vote; or
o the highest market price of the common stock during the 24-month
period prior to the taking of such vote; or
o the per share book value of our common stock at the end of the
calendar quarter immediately preceding the taking of such vote.
In addition, the "fair price" consideration to be received by our stockholders
must be of the same form and kind as the most favorable form and kind of
consideration paid by the Related Person in acquiring any of its shares of our
common stock.
The special voting provisions are not applicable to a business
combination authorized by our board of directors by a vote which includes a
majority of our "Disinterested Directors." A Disinterested Director is defined
to include any member of our board of directors who is not the Related Person
(or an affiliate or associate of the Related Person) and who was a director
prior to the time that the Related Person became a Related Person, and any
successor of a Disinterested Director who is not the Related Person (or an
affiliate or associate of the Related Person) and who is recommended to succeed
a Disinterested Director by a majority of the Disinterested Directors then on
our board of directors.
Our special voting provisions may not be amended, altered, changed or
repealed except by the affirmative vote of at least 70% of the shares of stock
entitled to vote at a meeting of the stockholders called for the consideration
of such amendment, alteration, change or repeal, and at least 55% of the
outstanding shares of stock entitled to vote thereon held by stockholders who
are not Related Persons, unless such proposal was proposed by our board of
directors by a vote that includes a majority of the Disinterested Directors.
The business combination provisions under our Articles of Incorporation
could have the effect of delaying, deterring or preventing a change in control.
Any possible change in control could also be affected by the applicability of
certain Maryland anti-takeover statutes dealing with business combinations and
acquisitions of controlling blocks of shares, as well as by our classified board
of director provisions.
ERISA MATTERS
The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and the Internal Revenue Code of 1986, as amended (the "Code"),
impose certain restrictions on
(1) "employee benefit plans" (as defined in Section 3(3) of
ERISA),
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(2) "plans" described in Section 4975(e)(1) of the Code, including
individual retirement accounts or Keogh plans,
(3) entities whose underlying assets include plan assets by reason
of a plan's investment in such entities (each of (a), (b) and (c) a
"Plan"), and
(4) persons who have certain specified relationships to Plans
("parties in interest" under ERISA and "disqualified persons" under the
Code).
In addition to the foregoing exemptions, certain insurance company
general accounts, which support policies issued by an insurer on or after
December 31, 1998 to or for the benefit of Plans, are allowed to purchase common
stock in reliance upon regulations promulgated by the Department of Labor
pursuant to Section 1460 of the Small Business Job Protection Act of 1996. If
such policies satisfy the Section 1460 regulations, then the insurer will be
deemed in compliance with ERISA's fiduciary requirements and prohibited
transaction rules with respect to those assets of the insurer's general account
which supports such policies.
ERISA also imposes certain duties on persons who are fiduciaries of
Plans subject to ERISA, and both ERISA and the Code prohibit certain
transactions between a Plan and parties in interest or disqualified persons.
Because of our activities or the activities of our affiliates, we may
be deemed to be a party in interest or disqualified person with respect to a
number of Plans (e.g., those to which we provide brokerage, investment or other
financial services). If our common stock is acquired and held by a Plan with
respect to which we are a party in interest or disqualified person, such
acquisition and holding could be deemed to be a direct or indirect prohibited
transaction, which could result in the imposition of taxes or penalties on the
parties to the prohibited transaction.
Such transactions may, however, be exempt from the otherwise applicable
taxes and penalties by reason of one or more statutory or administrative
exemptions such as those described below. Such administrative exemptions may
include:
o Prohibited Transaction Class Exemption ("PTE") 95-60, 60 FR 35925,
July 12, 1995, which exempts certain transactions involving
insurance company general accounts;
o PTE 90-1, 55 FR 2891, January 29, 1990, which exempts certain
transactions involving insurance company pooled separate accounts;
o PTE 91-38, 56 FR 31966, June 12, 1991, which exempts certain
transactions involving bank collective investment funds; and
o PTE 84-14, 49 FR 9494, March 13, 1984, which exempts certain
transactions entered into on behalf of a Plan by a qualified
professional asset manager.
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If the conditions of one or more of these exemptions (or some other applicable
exemption) are met, the acquisition and holding of our common stock by or on
behalf of a Plan should be exempt from certain of the prohibited transaction
provisions of ERISA and the Code. It should be noted, however, that even if such
conditions are met, the scope of relief provided by such exemptions may not
necessarily cover all acts that might be construed as prohibited transactions
under ERISA and the Code.
Further, each Plan fiduciary should take into account, among other
considerations:
o whether the fiduciary has the authority to make the investment;
o whether the investment constitutes a direct or indirect
transaction with a party in interest or disqualified person;
o the composition of the Plan's portfolio with respect to
diversification by type of asset;
o the Plan's funding objectives; the tax effects of the investment;
and
o whether under the general fiduciary standards of investment
procedure and diversification an investment in our common stock is
appropriate for the Plan, taking into account the overall
investment policy of the Plan, the composition of the Plan's
investment portfolio and all other appropriate factors.
Prior to making an investment in our common stock, a Plan investor must
determine whether we are a party in interest or disqualified person with respect
to such Plan and, if so, whether such transaction is subject to one or more
statutory or administrative exemptions, including those described above, and
whether the investment is otherwise a permissible and appropriate investment for
the Plan. Prospective investors should consult with their legal and other
advisors concerning the impact of ERISA and the Code and the potential
consequences of such investment with respect to their specific circumstances.
PLAN OF DISTRIBUTION
We will issue the common stock covered by this prospectus only upon
exchange or redemption of the exchangeable shares of Legg Mason Canada Holdings
Ltd., and no broker, dealer or underwriter has been engaged in connection with
the exchange or redemption.
RESALES
If set forth in an applicable prospectus supplement, this prospectus
may be used in connection with resales or redistributions of our common stock by
a selling stockholder. The selling stockholder may be a person or persons deemed
"affiliates" of Perigee Inc. under the Securities Act of 1933, as amended, who
acquired common stock from us or an affiliate of ours. Such a resale or
redistribution may be effected directly or indirectly through brokers or dealers
or in a distribution by one or more underwriters on a firm commitment or best
efforts basis on the New York Stock Exchange, in the over-the-counter market, on
any other securities exchange on which shares of our common stock are listed or
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traded, in privately negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Such a resale or redistribution also may be
effected through a block trade (which may involve cross trades) in which the
broker or dealer engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account; exchange distributions and/or secondary
distributions in accordance with the rules of the New York Stock Exchange;
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; an offering at other than a fixed price on or through the facilities
of the New York Stock Exchange or to or through a market maker otherwise than on
the New York Stock Exchange; pledges to lenders as a collateral to secure loans,
credit or other financing arrangements and any subsequent foreclosure
thereunder; and any other legally available means.
In connection with resales or redistributions of our common stock or
otherwise, a selling stockholder may enter into hedging transactions with
brokers, dealers or other financial institutions. In connection with such
transactions, brokers, dealers or other financial institutions may engage in
short sales of our common stock in the course of hedging the positions they
assume with the selling stockholder. A selling stockholder may also sell our
common stock short and redeliver shares to close out such short positions. A
selling stockholder may also enter into option or other transactions with
brokers, dealers or other financial institutions which require the delivery to
such broker, dealer or other financial institution of our common stock covered
hereby, which common stock may be resold by such broker, dealer or other
financial institution pursuant to this prospectus. In effecting sales, brokers
or dealers engaged by a selling stockholder may arrange for other brokers or
dealers to participate. Any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may be changed from time to
time. The broker-dealers participating in such a resale or redistribution may be
deemed "underwriters" within the meaning of the Securities Act, and any profit
on the sale of the shares of our common stock and any commissions received by
any of these broker-dealers may be regarded as underwriting commissions under
the Securities Act of 1933. The shares of our common stock may be sold from time
to time at varying prices determined at the time of sale or at negotiated
prices.
We will pay all expenses in connection with the registration of our
common stock. The selling stockholder will pay any brokerage or underwriting
commissions and taxes of any kind (including, without limitation, transfer
taxes).
In connection with resales and redistributions, the following
information will, to the extent then required, be provided in the applicable
prospectus supplement: the number of shares to be sold, the purchase price, the
public offering price, if applicable, the name of any underwriter, agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting compensation to underwriters, agents or broker-dealers with respect
to the particular sale or redistribution.
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LEGAL MATTERS
The validity of the Legg Mason common stock offered hereby will be
passed upon for us by Shearman & Sterling, Washington, D.C., who will rely on
the opinion of Robert F. Price, Esq., our General Counsel, as to all matters of
Maryland law. Mr. Price beneficially owns, or has rights to acquire under our
employee benefit plan, less than one percent of our common stock.
EXPERTS
The consolidated financial statements and financial statement schedules
of Legg Mason 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 Legg Mason'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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting fees
and commissions. All such expenses other than the Securities and Exchange
Commission registration fee are estimates.
Securities and Exchange Commission Registration Fee...................$60,304.52
Printing and Engraving Fees and Expenses.................................$500.00
Accounting Fees and Expenses...........................................$1,500.00
Blue Sky Fees and Expenses.............................................$5,000.00
Legal Fees.............................................................$2,000.00
Miscellaneous (including Listing Fees, if applicable)....................$695.48
Total.................................................................$70,000.00
Item 15. Indemnification of 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.
Section 2-418 of the Maryland General Corporation Law 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 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 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 the indemnification statute. The statute also provides for
indemnification of directors and officers by court order. The indemnification
provided or authorized in the indemnification statute does not preclude a
corporation from extending other rights (indemnification or otherwise) to
directors and officers.
II-1
<PAGE>
The Registrant's officers and directors are insured against certain
liabilities under certain policies maintained by the Registrant with aggregate
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 16. Exhibits
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Articles of Incorporation of Legg Mason, as amended. (1)
4.2 Bylaws of Legg Mason, as amended and restated April 25, 1988. (2)
5.1 Opinion of Shearman & Sterling.
5.2 Opinion of Robert F. Price, Esq.
23(a) Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.
23(b) Consent of Shearman & Sterling (included in Exhibit 5.1).
23(c) Consent of Robert F. Price, Esq. (included in Exhibit 5.2).
24 Powers of Attorney (included in the signature pages).
- --------------------
(1) Incorporated by reference to Exhibit 3(i) to the Legg Mason's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996.
(2) Incorporated by reference to Exhibit 3(ii) to the Legg Mason's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1988.
Item 17. Undertakings
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; (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
II-2
<PAGE>
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% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and (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 (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and 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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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; and
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
The undersigned Registrant hereby undertakes that (i) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective and (ii) for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
II-3
<PAGE>
in the 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 Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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-3 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 April 13, 2000.
LEGG MASON, INC.
(Registrant)
By /s/ Raymond A. Mason
----------------------
Name: Raymond A. Mason
Title: Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Raymond A. Mason, Robert F. Price
and Richard J. Himelfarb, or any of them, his true and lawful attorneys-in-fact,
with full powers 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 any post-effective amendments, to this registration statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or their
substitutes 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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Raymond A. Mason Chairman of the Board, President, April 13, 2000
- ------------------------------- Chief Executive Officer and
Raymond A. Mason Director (Principal Executive Officer)
/s/ Thomas L. Souders Senior Vice President and Treasurer April 13, 2000
- ------------------------------- (Principal Financial and Accounting
Thomas L. Souders Officer)
/s/ James W. Brinkley Director April 13, 2000
- -------------------------------
James W. Brinkley
/s/ Edmund J. Cashman, Jr. Director April 13, 2000
- -------------------------------
Edmund J. Cashman, Jr.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Harry M. Ford, Jr. Director April 13, 2000
- -------------------------------
Harry M. Ford, Jr.
/s/ Nicholas J. St. George Director April 13, 2000
- -------------------------------
Nicholas J. St. George
/s/ Charles A. Bacigalupo Director April 13, 2000
- -------------------------------
Charles A. Bacigalupo
/s/ Richard J. Himelfarb Director April 13, 2000
- -------------------------------
Richard J. Himelfarb
/s/ James E. Ukrop Director April 13, 2000
- -------------------------------
James E. Ukrop
/s/ Harold L. Adams Director April 13, 2000
- -------------------------------
Harold L. Adams
/s/ John E. Koerner, III Director April 13, 2000
- -------------------------------
John E. Koerner, III
/s/ Roger W. Schipke Director April 13, 2000
- -------------------------------
Roger W. Schipke
/s/ W. Curtis Livingston Director April 13, 2000
- -------------------------------
W. Curtis Livingston
/s/ Edward I. O'Brien Director April 13, 2000
- -------------------------------
Edward I. O'Brien
/s/ Peter F. O'Malley Director April 13, 2000
- -------------------------------
Peter F. O'Malley
/s/ Margaret DeB. Tutwiler Director April 13, 2000
- -------------------------------
Margaret DeB. Tutwiler
/s/ William Wirth Director April 13, 2000
- -------------------------------
William Wirth
</TABLE>
II-6
<PAGE>
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Articles of Incorporation of Legg Mason, as amended. (1)
4.2 Bylaws of Legg Mason, as amended and restated April 25, 1988. (2)
5.1 Opinion of Shearman & Sterling.
5.2 Opinion of Robert F. Price, Esq.
23(a) Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.
23(b) Consent of Shearman & Sterling (included in Exhibit 5.1).
23(c) Consent of Robert F. Price, Esq. (included in Exhibit 5.2).
24 Powers of Attorneys (included in the signature pages).
- -----------------
(1) Incorporated by reference to Exhibit 3(i) to the Legg Mason's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996.
(2) Incorporated by reference to Exhibit 3(ii) to the Legg Mason's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1988.
II-7
EXHIBIT 5.1
[SHEARMAN & STERLING LETTERHEAD]
April 13, 2000
Legg Mason, Inc.
100 Light Street
Baltimore, MD 21202
Ladies and Gentlemen:
We are acting as counsel for Legg Mason, Inc. (the "Company") in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") being filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration under the Securities Act of 5,210,000
shares of common stock, par value $.10 per share of the Company (the "Shares").
The Shares will be issued upon the conversion or redemption of the
exchangeable shares of Legg Mason Canada Holdings Ltd., a subsidiary of the
Company and corporation existing under the Business Corporations Act (New
Brunswick) (the "Exchangeable Shares"), which Exchangeable Shares are to be
issued pursuant to the plan of arrangement relating to the acquisition of Pergee
Inc. by the Company (the "Plan of Arrangement").
We are familiar with the corporate proceedings of the Company to date
with respect to the proposed issuance of the Shares, including resolutions of
the Board of Directors of the Company (the "Resolutions") authorizing the
issuance of Shares, and we have examined such corporate records of the Company
and such other documents and certificates as we have deemed necessary as a basis
for the opinions hereinafter expressed.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares, when
issued upon the conversion or redemption of the Exchangeable Shares as provided
in the Plan of Arrangement, will be duly authorized by the Company, validly
issued, fully paid and nonassessable.
In giving this opinion, we have relied as to all matters of Maryland
law on the opinion of Robert Price, Esq.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" contained in the prospectus contained in the Registration Statement. In
giving this consent, we do not thereby concede that we come within the category
of persons whose consent is required by the Securities Act or the General Rules
and Regulations promulgated thereunder.
Very truly yours,
/s/ SHEARMAN & STERLING
April 13, 2000
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
You have requested me, as General Counsel of Legg Mason, Inc.
(the "Company"), to render my opinion in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-3 (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended, of 5,210,000 shares of common stock, par value $.10 per share, of the
Company (the "Shares").
The Shares will be issued upon the conversion or redemption of
the exchangeable shares of Legg Mason Canada Holdings Ltd., a wholly owned
subsidiary of the Company existing under the Business Corporations Act (New
Brunswick) (the "Exchangeable Shares"). The Exchangeable Shares are to be issued
pursuant to the plan of arrangement relating to the acquisition by the Company
of Perigee Inc. (the "Plan of Arrangement").
I am familiar with the Company's articles of incorporation
and by-laws, as amended to date, and I have, or someone under my supervision
has, examined the originals, or copies certified or otherwise identified to my
satisfaction, of corporate records of the Company, statutes and other
instruments and documents as the basis for the opinions expressed herein.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that the Shares,
when issued upon the conversion or redemption of the Exchangeable Shares as
provided in the Plan of Arrangement and related documents, will be duly
authorized by the Company, validly issued, fully paid and nonassessable.
I am admitted to practice in the State of Maryland. The
opinions set forth herein are limited to matters of the General Corporation Law
of the State of Maryland. I am furnishing this opinion solely for your benefit
and, as to certain matters of Maryland law, for the benefit of
<PAGE>
your counsel, Shearman & Sterling. This opinion may not be relied upon by any
other person without my express written consent.
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 included in the Registration Statement. 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
EHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated June 2, 1999 relating to the
financial statements and financial statement schedules, which appear in Legg
Mason, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1999. We
also consent to the references to us under the heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
Baltimore, Maryland
April 12, 2000
