^L<PAGE>
THE EXHIBIT INDEX IS ON PAGE 5
As filed with the Securities and Exchange Commission on
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
ALEX. BROWN INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 52-1434118
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
135 East Baltimore Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
____________________
1991 EQUITY INCENTIVE PLAN
(Full title of the plan)
____________________
Robert F. Price
Secretary and General Counsel
Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202
(410) 727-1700
(Name, address and telephone number,
including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price per unit offering price registration fee
Common Stock
(par value
$.10 per
<S> <C> <C> <C> <C> <C> <C>
share) 1,125,919 $27.44 $30,895,217 $10,653.52 (1)
</TABLE>
(1) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
amount of registration fee are based upon the average of the high and low
prices reported in the consolidated reporting system on August 8, 1994.
^L<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Form S-8 Registration Statement, Registration No.
33-40619, as filed with the Securities and Exchange Commission on May 16, 1991,
and as supplemented on March 16, 1992, via Registration No. 33-46282, and as
supplemented on August 5, 1993, via Registration No. 33-67050, and as
supplemented on May 18, 1994 via Registration No. 33-53687, are herewith
incorporated by reference.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
At the time of the issuance of the Opinion of Counsel, Robert F. Price
was employed as General Counsel of the registrant and held, directly or
indirectly, 37,539 shares of the Common Stock of the registrant as well as
options to purchase an additional 9,900 shares and debentures convertible into
an additional 17,975 shares.
^L<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, and the State of Maryland, on this
18th day of July, 1994.
ALEX. BROWN INCORPORATED
By: s/ A. B. Krongard
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons who
comprise a majority of the Board of the registrant, in the capacities and on
the date indicated.
Name Title Date
<TABLE>
<CAPTION>
<S> <C> <S> <C> <C>
s/ A. B. Krongard Chief Executive Officer July 18, 1994
A. B. Krongard and Director
s/ Mayo A. Shattuck III President; Chief, July 18, 1994
Mayo A. Shattuck III Operating Officer
and Director
s/ Beverly L. Wright Treasurer; Chief July 18, 1994
Beverly L. Wright Financial Officer
s/ Lee A. Ault Director July 18, 1994
Lee A. Ault
s/ Thomas C. Barry Director July 18, 1994
Thomas C. Barry
Director July , 1994
Andre W. Brewster
s/ Benjamin H. Griswold IV Director July 18, 1994
Benjamin H. Griswold IV
s/ Donald B. Hebb, Jr. Director July 18, 1994
Donald B. Hebb, Jr.
s/ Steven Muller, Ph.D Director July 18, 1994
Steven Muller, Ph.D
s/ David M. Norman Director July 18, 1994
David M. Norman
s/ Frank E. Richardson Director July 18, 1994
Frank E. Richardson
</TABLE>
^L<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
5 Opinion of Robert F. Price (contains
6
Consent of Counsel) relating to the 1991
Equity Incentive Plan
23.1 Consent of Counsel (contained in Exhibit 5) 6
23.2 Consent of KPMG Peat Marwick relating to the 7
1991 Equity Incentive Plan
<PAGE>
Exhibits 5 & 23.1
August 8, 1994
Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202
Re: 1991 Equity Incentive Plan
Dear Sirs:
As General Counsel for Alex. Brown Incorporated (the "Company"), I have
reviewed and am familiar with the Company's 1991 Equity Incentive Plan (the
"Plan"), as adopted by the Board of Directors on March 21, 1991 and approved
by the stockholders of the Company at the Annual Meeting held on May 15, 1991
and thereafter amended by the stockholders at the Annual Meeting held on
April 25, 1994, the charter, by-laws and corporate proceedings relating to the
adoption of the Plan and the authorization of equity incentive awards and
subsequent issuances of shares of Common Stock, $.10 par value, (the "Shares")
under the Plan, the Registration Statement of the Company on Form S-8, as
supplemented, filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offering of the Shares
and such other documents and matters of law as I have deemed necessary in
connection with the rendering of the opinion set forth herein.
Based upon the foregoing, in my opinion the Shares offered under, and in
accordance with the terms of, the Plan will be legally and validly
authorized and issued and will be fully paid and nonassessable in the hands of
the holders thereof under the laws of the State of Maryland.
I hereby consent to the filing of this opinion as Exhibit 5 to the above-
mentioned Registration Statement.
Very truly yours,
s/ Robert F. Price
Robert F. Price
General Counsel
^L<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alex. Brown Incorporated
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports on the financial statements and schedules included in
the Annual Report on Form 10-K of Alex. Brown Incorporated for the year ended
December 31, 1993.
S/ KPMG PEAT MARWICK
Baltimore, Maryland
August 8, 1994
