As filed with the Securities and Exchange Commission on
October 28, 1997 Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MORGAN KEEGAN, INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-1153850
(State of Incorporation) (I.R.S. Employer Identification No.)
50 North Front Street
Memphis, Tennessee 38103
(901) 524-4100
(Address including zip code, and telephone number,
including area code of Registrant's principal
executive offices)
Joseph C. Weller
Secretary
50 North Front Street
Memphis, Tennessee 38103
(901) 524-4100
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
Copy to:
John Good, Esq.
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, Suite 2000
Memphis, Tennessee 38103
Telephone: (901)577-8117
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 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: [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Proposed Proposed Amount
Securities Amount Maximun Maximum of
being to be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
Common Stock, 589,489 $19.16 $11,294,610 $3,423
$.625 par value shares
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(c), the offering price
and registration fee are computed on the basis of the high and
low reported prices of the Common Stock on the New York Stock
Exchange on October 27, 1997.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to Section 8(a) may
determine.
<PAGE>
PROSPECTUS
589,489 Shares
MORGAN KEEGAN, INC.
Common Stock
($.625 Par Value)
This Prospectus relates to the resale by the holders thereof
("Selling Shareholders") of up to 589,489 shares (the "Shares")
of the common stock, $.625 par value per share (the "Common
Stock"), of Morgan Keegan, Inc., a Tennessee corporation (the
"Company") which constitutes all of the shares of Common Stock
issued to the Selling Shareholders in connection with separate
acquisitions of Athletic Resource Management, Inc., Knox, Wall
and Company, and Weibel Huffman Keegan, Inc. each a transaction
not involving a public offering. The Shares may be offered for
sale by the Selling Shareholders from time-to-time in
transactions effected on the New York Stock Exchange (the"NYSE")
(or through the facilities of any national securities exchange or
U.S. inter-dealer quotation system of a registered national
securities association, on which the Shares are then listed,
admitted to unlisted trading privileges or included for
quotation), in privately negotiated transactions, or in a
combination of such methods of sale. Such methods of sale may be
conducted at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions
directly, or indirectly through underwriters, broker-dealers or
agents acting on its behalf, and in connection with such sales,
such broker-dealers or agents may receive compensation in the
form of commissions, concessions, allowances or discounts from
the Selling Shareholders and/or the purchasers of the Shares for
whom they may act as agent or to whom they sell Shares as
principal or both (which commissions, concessions, allowances or
discounts might be in excess of customary amounts thereof). To
the extent required, the names of any agents, broker-dealers or
underwriters and applicable commissions, concessions, allowances
or discounts and any other required information with respect to
any particular offer of the Shares by the Selling Shareholders,
will be set forth in a Prospectus Supplement. See "Selling
Shareholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has
agreed to bear all expenses (other than underwriting discounts
and selling expenses, and fees and expenses of counsel and other
advisors to the Selling Shareholders) in connection with the
registration of the Shares under federal or state securities laws
and to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").
The Selling Shareholders and any underwriters, dealers or agents
which participate in the distribution of the Shares may be deemed
to be "underwriters" within the meaning of the Securities Act,
and any commission received by them and any profit realized on
the resale of the Shares purchased by them may be deemed to
constitute underwriting commissions, concessions, allowances or
discounts under the Securities Act. See "Plan of Distribution."
The Common Stock is traded on the NYSE under the symbol "MOR."
The closing sale price of the Common Stock as reported on the
NYSE on October 27, 1997 was $18.5/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
October, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements, and
other information with the Securities and Exchange Commission
(the "Commission"). Copies of such reports, proxy statements,
information statements and other information filed by the Company
with the Commission can be inspected and copies may be obtained
at the public reference facilities of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates, as well as at the following Regional Offices of
the Commission: Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite
1300, New York, New York 10048, and at the Commission's Web site
at (http://www.sec.gov). In addition, shares of the Common Stock
are traded on the NYSE, and such reports, proxy statements and
other information may be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments thereto, the
"Registration Statement") under the Securities Act with respect
to the Shares. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements made in this
Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete and, with
respect to each such contract, agreement or other document filed
as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter
involved, and each such statement is deemed qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
are incorporated herein by reference.
(i) Annual Report on Form 10-K for the year ended July 31,
1997;
(ii) All reports filed by the Registrant pursuant to Section
13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "1934
Act")
since the end of the fiscal year ended July 31, 1997; and
(iii) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the
Commission
effective April 17, 1983, including any amendment or
report
filed for the purposes of updating such description.
All documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares made by this Prospectus
shall be deemed to be incorporated herein by reference and to be
a part hereof on and from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Prospectus shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or incorporated
herein by reference or in any other 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 Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon
the written or oral request of such person, a copy of any or all
documents incorporated by reference in this Prospectus (not
including, however, the exhibits to such documents unless such
exhibits are specifically incorporated by reference in such
information). Requests for such documents should be directed to:
Morgan Keegan, Inc., 50 North Front Street, Memphis, Tennessee
38103, Attention: Secretary, telephone number (901) 524-4100.
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Common Stock offered hereby.
SELLING SHAREHOLDERS
The following table shows the number of shares being offered by
the Selling Shareholders. The shares were issued to the Selling
Shareholders without registration under the Securities Act in
connection with the separate acquisitions of Athletic Resource
Management, Inc., Knox, Wall and Company and Weibel Huffman
Keegan, Inc., each a transaction not involving a public offering.
Certain of the shares may become eligible for sale by the Selling
Shareholder without registration under the Securities Act under
the provisions of Rule 144. Any such shares may be sold either
under the Registration Statement of which this Prospectus forms a
part or under Rule 144. After completion of the offering,
assuming all of the Shares being offered are sold, the Selling
Shareholders will not own any shares of Common Stock. See "Plan
of Distribution."
<TABLE>
Beneficial
Name of Ownership Number of Shares
Beneficial Prior to the Shares to be Sold in the
Owner Offering Percent (1) Offering
<S> <C> <C> <C>
William L. M. Knox, Jr. 230,383 * 230,383
Edmund J. Wall 230,383 * 230,383
Kyle Rote, Jr. 38,482 * 34,884
James E. Sexton, III 36,997 * 34,884
James F. Keegan 13,331 * 11,791
Carl N. Weibel 11,791 * 11,791
Susan L. Huffman 11,791 * 11,791
Willard R. Sparks 11,791 * 11,791
James L. Vining 11,791 * 11,791
596,740 1.8% 589,489
<FN>
* indicates less than 1%
(1) The percentages shown are based on 32,273,616 shares of
common stock outstanding at October 28, 1997.
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they may
offer the Shares for sale from time to time in transactions
effected on the NYSE (or through the facilities of any national
securities exchange or U.S. inter-dealer quotation system of a
registered national securities association, on which the Shares
are then listed, admitted to unlisted trading privileges or
included for quotation), in privately negotiated transactions, or
in a combination of such methods of sale. Such methods of sale
may be conducted at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such
transactions directly, or indirectly through underwriters,
broker-dealers or agents acting on its behalf, and in connection
with such sales, such broker-dealers or agents may receive
compensation in the form of commissions, concessions, allowances
or discounts from the Selling Shareholders and/or the purchasers
of the Shares for whom they may act as agent or to whom they sell
Shares as principal or both (which commissions, concessions,
allowances or discounts might be in excess of customary amounts
thereof). To the extent required, the names of any agents,
broker-dealers or underwriters and applicable commissions,
concessions, allowances or discounts and any other required
information with respect to any particular offer of the Shares by
the Selling Shareholders, will be set forth in a Prospectus
Supplement. The Company has been advised that the Selling
Shareholders may effect sales of the Shares directly, or
indirectly by or through agents or broker-dealers and that the
Shares may be sold by one or more of the following methods: (a)
ordinary brokerage transactions, (b) purchases by a broker-dealer
as principal and resale by such broker-dealer for its own
account, and (c) in "block" sale transactions. At the time a
particular offer is made, a Prospectus Supplement, if required,
will be distributed that sets forth the name or names of agents
or broker-dealers, any commissions and other terms constituting
selling compensation and any other required information.
Moreover, in effecting sales, broker-dealers engaged by the
Selling Shareholders and/or the purchasers of the Shares may
arrange for other broker-dealers to participate in the sales
process. Broker-dealers will receive discounts or commissions
from the Selling Shareholders and/or the purchasers of the Shares
in amounts which will be negotiated prior to the time of sale.
Sales made by broker-dealers will be made only through
broker-dealers registered as such in a subject jurisdiction or in
transactions exempt from such registration. The Company has not
been advised of any definitive selling arrangement at the date of
this Prospectus between the Selling Shareholders and any
broker-dealer or agent.
In connection with the distribution of the Shares, the Selling
Shareholders may enter into hedging transactions with
broker-dealers. In connection with such transactions,
broker-dealers may engage in short sales of the Shares in the
course of hedging the positions they assume with the Selling
Shareholders. The Selling Shareholders may also sell the Shares
short and redeliver the Shares to close out the short positions.
The Selling Shareholders may also enter into option or other
transactions with broker-dealers which require the delivery of
the Shares to the broker-dealer and the broker-dealer may sell
the Shares so loaned, or upon a default, the broker-dealer may
effect sales of the pledged shares.
Any broker-dealer participating in any distribution of Shares in
connection with the offering made hereby may be deemed to be an
"underwriter" within the meaning of the Securities Act and may be
required to deliver a copy of this Prospectus, including a
Prospectus Supplement, to any person who purchases any of the
Shares from or through such broker-dealer.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares
of Common Stock offered hereby will be passed upon for the
Company by Baker, Donelson, Bearman & Caldwell, Memphis,
Tennessee.
EXPERTS
The consolidated financial statements of Morgan Keegan, Inc.
incorporated by reference in Morgan Keegan, Inc.'s Annual Report
(Form 10-K) for the year ended July 31, 1997, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.
<PAGE>
No person is authorized in connection with any offering made
hereby to give any information or to make any representation
other than as contained in this Prospectus and, if given or made,
such information or representation must not be relied upon as
having been authorized by the Company, the Selling Shareholders
or any underwriter. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstance imply that
there has been no change in the affairs of the Company since the
date hereof. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the Shares offered
hereby to any person in any jurisdiction in which it is unlawful
to make any such offer or solicitation.
<PAGE>
<TABLE>
TABLE OF CONTENTS
<S> <C>
Page
Available Information . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . 3
Legal Matters . . . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
<PAGE>
589,489 Shares
Morgan Keegan, Inc.
Common Stock
PROSPECTUS
October, 1997
<PAGE>
Part II. Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following fees and expenses shall be borne by the Company in
connection with this offering. All fees and expenses other than
the SEC and NYSE fees are estimated.(1)
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . $3,423
NYSE Filing Fee . . . . . . . . . . . . . . . . 0
Blue Sky fees and expenses, including legal fees . . . . . 0
Transfer Agent's Fee . . . . . . . . . . . . . . 0
Printing and Engraving . . . . . . . . . . . . 750
Accounting Fees and Expenses. . . . . . . . . . . 2,000
Legal Fees and Expenses . . . . . . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . . . . .0
Total . . . . . . . . . . . . . . . . $9,173.00
<FN>
(1) The Selling Shareholders will not pay any portion of the
registration expenses.
</FN>
</TABLE>
Item 15. Indemnification of Directors and Officers
Sections 48-18-501 through 48-18-509 of the Tennessee Business
Corporation Law permit a corporation to indemnify directors and
officers against liability incurred in certain proceedings if the
individual's conduct was in good faith and the individual
reasonably believed, in the case of conduct in the individual's
official capacity, that such conduct was in the best interests of
the corporation and, in all other cases, believed such conduct
was at least not opposed to the best interests of the
corporation. If the proceeding is criminal, the individual must
have at least had no reasonable cause to believe that such
conduct was unlawful. The statute requires a corporation to
indemnify an individual who is wholly successful in the defense
of any such proceeding against reasonable expenses incurred by
such individual, unless the Articles of Incorporation provide
otherwise. The corporation may pay for or reimburse the
reasonable expenses incurred by a director or officer who is a
party to a proceeding in advance of final disposition of the
proceeding if certain conditions are satisfied. Unless otherwise
provided in the Charter, a director or officer may apply for
court ordered indemnification which will include reasonable
expenses incurred to obtain the indemnification order if the
court determines that the director is entitled to mandatory
indemnification or that the director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances. Except in the case of mandatory indemnification,
a corporation may indemnify a director or officer only after it
is determined that the individual meets the standard of conduct
described above. In addition, a corporation may also indemnify
and advance expenses to an officer, whether or not a director, to
the extent, consistent with public policy, that may be provided
by its charter, bylaws, general or specific action of its Board
of Directors or contract. Section 48-18-508 of the Tennessee
Business Corporation Law empowers a Tennessee corporation to
purchase and maintain insurance on behalf of any director or
officer against any liability asserted against, or incurred by,
such individual in any such capacity or arising out of his or her
status as such, whether or not the corporation would have had the
power to indemnify against such liability. In addition, the
Company has entered into an indemnification agreement with each
of its outside directors pursuant to which such director will be
indemnified and held harmless by the Company from and against all
liabilities incurred as a result of being a director of the
Company to the extent permitted by law.
<PAGE>
Item 16. Exhibits
Number Assigned
in Regulation
S-K, Item 601 Description of Exhibit
4.1 Amended: Restated Charter plus all amendments
4.2 Form of Certificate for Common Stock
5.1 Opinion of Baker, Donelson, Bearman & Caldwell
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Baker, Donelson, Bearman & Caldwell
(included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
(1) Incorporated by reference from the Exhibits to the Form S-8
of
the Registrant filed December 12, 1989.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1)to file, during any period in which offers or sales of the
securities
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 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. Not withstanding the
forgoing,
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% 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 or any material
change
to such information set forth in the Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed 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.
<PAGE>
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each 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.
(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.
(b) 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 therein, 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 of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the forgoing provision, 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 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, other 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 as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
<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 Memphis, State of Tennessee, on the 28th day of October, 1997.
MORGAN KEEGAN, INC.
By: /S/ Allen B. Morgan
Allen B. Morgan, Jr., Chairman
Know All Men By these Presents, that each person whose signature
appears below constitutes and appoints Allen B. Morgan and Joseph
C. Weller, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution,
and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any and all exhibits thereto, and
other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in fact and
agents 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, and 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 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 below by the following
persons in the capacities and on the date indicated.
<TABLE>
NAME Title Date
<S> <C> <C>
/S/ Kenneth F. Clark, Jr. Director October 28, 1997
Kenneth F. Clark, Jr.
/S/ William W. Deupree, Jr. Director October 28, 1997
William W. Deupree, Jr.
/S/ James E. Harwood, III Director October 28, 1997
James E. Harwood, III
/S/ Allen B. Morgan, Jr. Chairman and October 28, 1997
Allen B. Morgan, Jr. Director
/S/ Harry J. Phillips Director October 28, 1997
Harry J. Phillips
/S/ Donald Ratajczak Director October 28, 1997
Donald Ratajczak
/S/ John W. Stokes, Jr. Vice President October 28, 1997
John W. Stokes, Jr. and Director
/S/ Joseph C. Weller Sectretary/ October 28, 1997
Joseph C. Weller Treasurer
and Director
</TABLE>
<PAGE>
[BAKER, DONELSON, BEARMAN & CALDWELL LETTERHEAD]
October 28, 1997
Morgan Keegan, Inc.
50 N. Front Street
Memphis, Tennessee 38103
RE: Registration Statement on Form S-3 of Morgan Keegan, Inc.
Gentlemen:
We have acted as counsel for Morgan Keegan, Inc., a Tennessee
corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 (the "Registration
Statement"), pursuant to the Securities Act of 1933, as amended,
relating to the offer and sale of up to 589,489 shares (the
"Shares") of common stock, $.625 par value per share, of the
Company by "Selling Shareholders" (as defined in the Registration
Statement). This opinion is being furnished in response to Item
601 of Regulation S-K and the instructions to Form S-3.
We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and
matters of law and satisfied ourselves as to such matters of fact
as we have considered relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under
the laws of the State of Tennessee.
2. The Shares are validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of Tennessee, and we are
expressing no opinion as to the effect of the laws of any other
jurisdiction.
In rendering the foregoing opinion, we have relied to the extent
we deem such reliance appropriate as to certain matters on
statements, representations and other information obtained from
public officials, officers of the Company and other sources
believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL,
a professional corporation
By: /S/ John A. Good
John A. Good, a shareholder
<PAGE>
Exhibit 23.1 - Consent of Independent Auditors
We consent to the reference to our firm under the
caption "Experts" in the Registration Statement (Form S-3 No. 333-
) and related Prospectus of Morgan Keegan, Inc. for the
registration of 589,489 shares of its common stock and to the
incorporation by reference therein of our report dated September
18, 1997, with respect to the consolidated financial statements
of Morgan Keegan, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended July 31, 1997 and our
report dated October 23, 1997, with respect to the financial
statement schedule included therein, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Memphis, Tennessee
October 23, 1997
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from
the Morgan Keegan, Inc. 1997 Annual Report and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<CASH> 22,423
<RECEIVABLES> 379,158
<SECURITIES-RESALE> 426,981
<SECURITIES-BORROWED> 25,745
<INSTRUMENTS-OWNED> 275,611
<PP&E> 43,418
<TOTAL-ASSETS> 1,208,257
<SHORT-TERM> 570
<PAYABLES> 606,842
<REPOS-SOLD> 97,417
<SECURITIES-LOANED> 7,160
<INSTRUMENTS-SOLD> 94,298
<LONG-TERM> 19,714
0
0
<COMMON> 19,782
<OTHER-SE> 183,938
<TOTAL-LIABILITY-AND-EQUITY> 1,208,257
<TRADING-REVENUE> 109,964
<INTEREST-DIVIDENDS> 64,262
<COMMISSIONS> 79,859
<INVESTMENT-BANKING-REVENUES> 51,179
<FEE-REVENUE> 23,270
<INTEREST-EXPENSE> 44,652
<COMPENSATION> 164,364
<INCOME-PRETAX> 55,278
<INCOME-PRE-EXTRAORDINARY> 55,278
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,378
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.10
</TABLE>
