As filed with the Securities and Exchange Commission on November 15, 1999
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T. ROWE PRICE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0556948
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
100 East Pratt Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)
T. ROWE PRICE ASSOCIATES, INC. 1998 DIRECTOR STOCK OPTION PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
George A. Roche Robert W. Smith, Jr., Esquire
T. Rowe Price Associates, Inc. Piper Marbury Rudnick & Wolfe L.L.P.
100 East Pratt Street 36 South Charles Street
Baltimore, Maryland 21202 Baltimore, Maryland 21201
(410) 345-2099 (410) 539-2530
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Unit(2) Offering Price(2) Fee
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------===================
Common Stock (par value $0.20 400,000(1) $35.94 $14,376,000 $3,997
per share)
===================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of shares of Common Stock that may be offered or issued by
reason of stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering
price per share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the high and low prices of T. Rowe
Price Associates, Inc. Common Stock reported on the Nasdaq National Market on
November 11, 1999 (i.e., $35.94).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I, to the extent applicable, is included
in documents sent or given to the participants in the T. Rowe Price Associates,
Inc. 1998 Director Stock Option Plan pursuant to Rule 428 under the Securities
Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by T. Rowe Price Associates, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and Quarterly Reports on Forms 10-Q for the
quarters ended March 31 1999, June 30, 1999 and September 30,
1999;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since December 31, 1998; and
(c) Description of Common Stock of the Company contained or
incorporated in the registration statements filed by the
Company under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable because the class of securities to be offered is registered
under Section 12 of the Securities Exchange.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Directors and officers of the Company are indemnified to the full extent
provided by Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland, and under Article Eighth, Section 7 of the Company's
Charter.
<PAGE>
As permitted under Subsection (k) of Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland, the Company has
purchased and maintains insurance on behalf of its directors and officers
against any liability asserted against such directors and officers in their
capacities as such whether or not the Company would have the power to indemnify
such persons under the provisions of the Maryland law governing indemnification.
As permitted by Maryland law, Article Eighth, Section 8 of the Company's
Charter limits the monetary liability of the Company's directors and officers to
the Company and its stockholders to the maximum extent permitted by Maryland law
in effect from time to time. Section 8 of Article Eighth provides as follows:
Section 8. To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment or repeal of any of its
provisions shall limit or eliminate the benefits provided to directors and
officers under this provision with respect to any act or omission which
occurred prior to such amendment or repeal.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan
(incorporated by reference from the Company's definitive proxy
statement for the annual meeting of the stockholders held on April 16,
1998)
4.2 Form of Non-Qualified Stock Option Agreement
5.0 Opinion of Piper Marbury Rudnick & Wolfe L.L.P., as to the legality of
the securities being offered (includes Consent of Counsel)
23.1 Consent of Piper Marbury Rudnick & Wolfe L.L.P. (included in the
opinion filed as Exhibit 5.0 to this Registration Statement)
23.2 Consent of Independent Accountants
24.0 Powers of Attorney
Item 9. Undertakings.
The undersigned Company hereby undertakes:
<PAGE>
(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, as amended;
(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 this Registration Statement;
(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.
Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of the
Company's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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, State of Maryland, on the 10th day of
November, 1999.
T. ROWE PRICE ASSOCIATES, INC.
By: /s/ George A. Roche
----------------------------
George A. Roche
Chairman of the Board of Directors,
President and Managing Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Form S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
Principal Executive Officer:
/s/ George A. Roche Chairman of the Board of Directors, November 10, 1999
- ----------------------------- President and Managing Director
George A. Roche
Principal Financial and Accounting Officer:
/s/ Alvin M. Younger, Jr. Managing Director, Chief Financial Officer, November 10, 1999
- ----------------------------- Treasurer and Secretary
Alvin M. Younger, Jr.
A Majority of the Board of Directors:
James E. Halbkat, Jr., Donald B. Hebb, Jr., Henry H. Hopkins, James A.C.
Kennedy, John H. Laporte, Richard L. Menschel, William T. Reynolds, James S.
Riepe, George A. Roche, Brian C. Rogers, Robert L. Strickland, M. David Testa,
Philip C. Walsh and Anne Marie Whittemore
By: /s/ George A. Roche For himself and as Attorney-in-Fact November 10, 1999
------------------------
George A. Roche
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C> <C>
EXHIBIT
NUMBER DESCRIPTION PAGE
4.1 T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan N/A
(incorporated by reference from the Company's definitive proxy
statement for the annual meeting of the stockholders held on April 16,
1998)
4.2 Form of Non-Qualified Stock Option Agreement 7
5.0 Opinion of Piper Marbury Rudnick & Wolfe L.L.P., as to the legality of 12
the securities being offered (includes Consent of Counsel)
23.1 Consent of Piper Marbury Rudnick & Wolfe L.L.P. (included in the 12
opinion filed as Exhibit 5.0 to this Registration Statement)
23.2 Consent of Independent Accountants 13
24.0 Powers of Attorney 14
</TABLE>
<PAGE>
EXHIBIT 4.2
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
T. ROWE PRICE ASSOCIATES, INC.
DIRECTOR STOCK OPTION PLANS
STATEMENT OF ADDITIONAL TERMS AND CONDITIONS
REGARDING OPTION GRANTS
(INDEPENDENT DIRECTORS)
Effective ___________
--------------------
This Statement of Additional Terms and Conditions Regarding Option Grants
(the "Terms") shall be delivered with the "Notice of Grant of Stock Options and
Option Agreement" (the "Award Notice") which shall detail the specifics of the
applicable option award (the "Option"). Upon execution of the Award Notice by
the Director and by an authorized officer or agent of the Corporation, there
shall be created a binding and enforceable contract (the "Agreement") providing
for the issuance of the options subject to the terms and conditions of the Grant
Notice and the Terms.
1. Grant of Option. Subject to the Terms, the Company has granted to the
person identified in the Award Notice attached hereto (the "Optionee")
commencing on the Issuance Date set forth in the Award Notice and ending on the
Expiration Date of the option set forth on the Award Notice (the "Option
Period"), the option to purchase from the Company at the option price set forth
in the Award Notice up to but not exceeding in the aggregate number of shares of
the Company's Common Stock set forth under the caption "Shares" in the Award
Notice.
2. Exercise of Option. (a) The shares of stock subject to this Option shall
become exercisable in full on ____________.
(b) No less than 50 shares of Common Stock may be purchased upon any
one exercise of the option granted hereby unless the number of shares
purchased at such time is the total number of shares in respect of which
the option granted hereby is then exercisable.
(c) In no event shall any option granted hereby be exercisable for a
fractional share.
3. Method of Exercising Option and Payment of Option Price.
(a) The Option shall be exercised by the Optionee delivering to the
Secretary of the Company, from time to time, on any business day (the "Exercise
Date"), written notice specifying the number of shares the Optionee then desires
to purchase (the "Notice"), and either (i) cash, certified check, bank draft or
postal or express money order to the order of the Company for an amount in
United States dollars equal to the option price for the number of shares
specified in the Notice (the "Total Option Price"), such payment to be delivered
with the Notice, (ii) shares of Common Stock of the Company with a value
(determined in accordance with paragraph 3(c)) equal to or less than the Total
Option Price plus cash, certified check, bank draft or postal or express money
order to the order of the Company for an amount in United States dollars equal
to the amount, if any, by which the Total Option Price exceeds the value of such
shares of the Company's stock (determined in accordance with paragraph 3(c)), or
(iii) through such other means, acceptable to the Board of Directors in its sole
discretion, as may be provided by an independent third party to facilitate
exercise or payment. Such Company's stock and cash shall be delivered to the
Secretary of the Company not later than the end of the first business day after
the Exercise Date. In the case of payment in shares, such payment shall be made
by delivery of the necessary share certificates, with executed stock powers
attached, or transfer instructions, in the case of shares held in street name by
a bank, broker, or other nominee, to the Secretary of the Company.
<PAGE>
(b) Within five business days after the Exercise Date, the Company
shall, subject to the receipt of withholding tax to the extent required by the
Company, issue to the Optionee the number of shares with respect to which such
option shall be so exercised, and shall deliver to the Optionee a certificate
or certificates therefor or shall make such transfer to a bank, broker or
nominee as designated by the Optionee.
(c) For purposes of paragraph 3(a), the value of shares of
Common Stock tendered to exercise an option shall be the last reported sales
price of such shares on the Nasdaq National Market System on the Exercise Date,
or, if the Common Stock is not quoted on the Nasdaq National Market System, the
mean between the closing bid and asked prices of such shares on the Nasdaq
System on the Exercise Date, or, if the foregoing are inapplicable, as otherwise
determined by the Board of Directors.
(d) Until further action by the Board of Directors suspending or
limiting the issuance of replenishment options (as herein referred to), in
the event that Optionee exercises all or any part of this option through the
surrender of shares of Common Stock in full or partial payment of the exercise
price hereunder, the Optionee automatically will receive an option (a
"replenishment option") to purchase a number of shares equal to the number of
shares surrendered priced at the closing price of the Company's Common Stock on
the date of exercise and exercisable in full until the date of termination
provided for in Section 5 hereof. Upon the exercise of a replenishment option
with stock, the Optionee will not become entitled to receive an additional
replenishment option.
(e) In the sole discretion of the Board of Directors, the Company
may in lieu of requiring the exercise of an option and the payment of the Total
Option Price, authorize the payment of cash to the Optionee in an amount equal
to the market value of shares of Common Stock subject to an option less the
option price in exchange for the cancellation of the option.
4. Exercisability Upon the Occurrence of Certain Events.
(a) Notwithstanding any provisions limiting exercisability in whole
or in part, and unless the Board of Directors shall have otherwise
determined (within the limits specified in the last sentence of this paragraph)
to revoke or to limit, in its sole and conclusive discretion, the acceleration
provided for herein, the following shall apply: Stock options ("options") and
stock appreciation rights, if any, ("rights") granted to the Optionee by the
Company pursuant to this Agreement will be exercisable in full for a period of
one year (i) following the Effective Date (as hereinafter defined) or (ii)
commencing on the date (the "Approval Date") of the approval of the Company's
Board of Directors of an agreement providing for a merger, consolidation, sale
or disposition of all or substantially all of the assets of the Company, or
other form of extraordinary business combination as a result of the consummation
of which stockholders of the Company immediately before Approval Date will own
less than a majority of the outstanding voting stock of the resulting
organization. After the expiration of any such one year period, the options and
rights shall remain exercisable only to the extent, if any, provided in the
applicable option or rights agreement without taking into consideration the
effect of this paragraph. The Board of Directors' discretion to revoke or limit
the acceleration contemplated by this paragraph may be exercised at any time
before or within 20 business days after the Effective Date or the Approval Date
referred to in the foregoing clauses (i) or (ii). In the event the Approval Date
and an Effective Date arise from substantially identical facts and circumstances
(as determined by the Board of Directors in its sole discretion) and unless the
Board of Directors shall have determined to limit the effect of this sentence,
such one year period (and the 20 day period referred to in the immediately
preceding sentence) shall commence only once and upon the first to occur of the
Approval Date or the Effective Date.
<PAGE>
(b) For purposes of the foregoing paragraph, the following terms have
the meanings indicated:
(i) "Effective Date" shall mean the date on which a "Change of
Control" as hereinafter defined occurs. Anything in these Terms to the
contrary notwithstanding, if a Change of Control occurs, and if the
Optionee's employment with the Company had terminated prior to the
date on which the Change of Control occurred, and if it is reasonably
demonstrated by the Optionee that such termination of employment
either was at the request of a third party who had taken steps
reasonably calculated to effect the Change of Control or otherwise
arose in connection with or in anticipation of the Change of Control,
then, for all purposes of this Agreement, the term "Effective Date"
shall mean the date immediately prior to the date of such termination
of employment.
(ii) A "Change of Control" shall be deemed to have taken place on
the date of the earlier to occur of either of the following events: a)
a third party, including a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, becomes the beneficial owner of
25% or more of the Company's outstanding Common Stock, or b) as the
result of, or in connection with, any cash tender or exchange offer,
merge, consolidation or other business combination, sale or
disposition of all or substantially all of the Company's assets, or
contested election, or any combination of the foregoing transactions
(a "Transaction"), the persons who were directors of the Company
immediately before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or any successor to
the Company or the persons who were stockholders of the Company
immediately before the Transaction shall cease to own at least a
majority of the outstanding voting stock of the Company or any
successor to the Company.
5. Termination.
The option granted hereby shall terminate and be of no force or effect
upon the first occurrence of any one of the following events:
(a) The expiration date set forth in the Award Notice; or
(b) Five years after the date the Optionee ceases to be a director of
the Company for any reason, during which period any installments which first
become exercisable may thereafter be exercisable.
<PAGE>
6. Optionee.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will, by the laws of descent and distribution or
otherwise pursuant to the terms of this Agreement, it shall be deemed to include
such person.
7. Assignability.
This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and is exercisable during the
Optionee's lifetime only by the Optionee except that with the consent of the
Board of Directors, an option may be transferred to a family member or a trust,
partnership or the like for the benefit of Optionee or such family member. No
assignment or transfer of this option, or of the rights represented thereby,
whether voluntary or involuntary, by operation of law or otherwise, except by
will or the laws of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, but immediately upon any
attempt to assign or transfer this option the same shall terminate and be of no
force or effect.
8. The Company's Rights.
The existence of this option shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or other stocks with
preference ahead of or convertible into, or otherwise affecting the Common Stock
or the rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business or any other
corporate act or proceeding, whether of a similar character or otherwise.
9. Recapitalization.
The shares with respect to which this option is granted are shares of
the Common Stock of the Company as constituted on the date of this Agreement,
but if, and whenever, prior to the delivery by the Company of all of the shares
of Common Stock with respect to which this option is granted, the Company
shall effect a subdivision or consolidation of shares, or other capital
readjustment, or the payment of a stock dividend, or other increase or decrease
in the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) in the event of
any increase in the number of such shares outstanding, the number of shares of
Common Stock then remaining subject to option hereunder shall be proportionately
increased (except that any fraction of a share resulting from any such
adjustment shall be excluded from the operation of this Agreement), and the cash
consideration payable per share shall be proportionately reduced, and (b) in the
event of a reduction in the number of such shares outstanding, the number of
shares of Common Stock then remaining subject to option hereunder shall be
proportionately reduced (except that any fractional share resulting from any
such adjustment shall be excluded from the operation of this Agreement), and the
cash consideration payable per share shall be proportionately increased.
<PAGE>
10. Merger and Consolidation.
After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporations in which the Company
shall be the surviving or resulting corporation, the Optionee shall, at no
additional cost, be entitled upon any exercise of this option, to receive
(subject to any required action by stockholders) in lieu of the number of shares
as to which this option shall then be so exercised, the number and class of
shares of stock or other securities to which the Optionee would have been
entitled pursuant to the terms of the agreement of merger or consolidation, if,
immediately prior to such merger or consolidation, the Optionee had been the
holder of record of a number of shares of Common Stock of the Company equal to
the number of shares as to which such option shall be so exercised; provided,
that anything herein contained to the contrary notwithstanding, upon the
dissolution or liquidation of the Company, or upon any merger or consolidation,
in which the Company is not the surviving or resulting corporation, this option
shall terminate and be of no force or effect, except to the extent that such
surviving or resulting corporation may issue a substituted option.
11. Preemption of Applicable Laws or Regulations.
Anything in this Agreement to the contrary notwithstanding, if, at any
time specified herein for the issue of shares to the Optionee, any law,
regulation or requirements of any governmental authority having
jurisdiction in the premises shall require either the Company or the Optionee to
take any action in connection with the shares then to be issued, the issue of
such shares shall be deferred until such action shall have been taken.
12. Resolution of Disputes.
Any dispute or disagreement which shall arise under, or as a result of,
or pursuant to, this Agreement shall be determined by the Board of Directors
in its absolute and uncontrolled discretion, and any such determination or
any other determination by the Board of Directors under or pursuant to this
Agreement and any interpretation by the Board of Directors of the terms of this
Agreement, shall be final, binding and conclusive on all persons affected
thereby.
13. Notice.
Any notice which either party hereto may be required or permitted
to give to the other shall be in writing, and may be delivered personally
or by mail, postage prepaid, addressed as follows: to the Secretary of the
Company, or to the Company (attention of the Secretary), at 100 East
Pratt Street, Baltimore, Maryland 21202, or at such other address as the
Company, by notice to the Optionee, may designate in writing from time to time
to the Optionee at the Optionee's address as shown on the records of the
Company, or at such other address as the Optionee, by notice to the Secretary of
the Company, may designate in writing from time to time.
14. Construction.
This Agreement has been entered into in accordance with the terms of
the Plan and wherever a conflict may arise between the terms of this Agreement
and the terms of the Plan, the terms of the Plan shall control.
15. The option created by this Agreement shall not be treated as an
incentive stock option.
<PAGE>
EXHIBIT 5.0
Piper Marbury Rudnick & Wolfe LLP
36 South Charles Street
Baltimore, Maryland 21201-3018
www.piperrudnick.com
PHONE (410) 539-2530
FAX (410) 539-0489
November 15, 1999
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to T. Rowe Price Associates, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement") registering 400,000 shares of common stock of the
Company, par value $0.20 per share (the "Plan Shares"), issuable pursuant to the
exercise of stock options granted under the T. Rowe Price Associates, Inc. 1998
Director Stock Option Plan (the "Plan").
In that capacity, we have examined copies of the charter and by-laws of
the Company, the Plan, the proceedings of the Company's Board of Directors
relating to the reservation and issuance of the Plan Shares to be issued
pursuant to exercise of the options granted under the Plan, and such other
statutes, certificates, instruments and documents relating to the Company and
matters of law as we have deemed necessary to the issuance of this opinion. In
our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. We assume that
the Company will have at the time of issuance of any Plan Shares at least that
number of authorized but unissued shares of common stock of the Company equal to
the number of shares to be issued pursuant to exercise of the options granted
under the Plan.
Based upon the foregoing, we are of the opinion that the issuance of
the Plan Shares pursuant to exercise of the options granted under the Plan has
been duly authorized and, when issued, delivered and paid for in accordance with
the terms and conditions of the Plan and the options granted thereunder, the
Plan Shares will be validly issued, fully paid and non-assessable.
The opinions set forth herein are limited to matters governed by the
laws of the State of Maryland and the Federal Laws of the United States of
America, and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, pertaining to the T. Rowe Price Associates, Inc. 1998
Director Stock Option Plan, of our report dated January 26, 1999, appearing on
page 22 of the T. Rowe Price Associates, Inc. Annual Report on Form 10-K for the
year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
------------------------------
Baltimore, Maryland
November 11, 1999
<PAGE>
EXHIBIT 24
T. ROWE PRICE ASSOCIATES, INC.
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of T. Rowe Price Associates, Inc., a Maryland corporation, constitute
and appoint George A. Roche and Alvin M. Younger, Jr., or either of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and attorneys-in-fact, and in any one or more of
them, to sign for the undersigned in their respective names as directors and
officers of T. Rowe Price Associates, Inc., a Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and any amendment or supplement to such registration
statement relating to the sale of common stock under the T. Rowe Price
Associates, Inc. 1998 Director Stock Option Plan. We hereby confirm all acts
taken by such agents and attorneys-in-fact, or either of them, as herein
authorized.
Dated: November 10, 1999
/s/ George A. Roche
----------------------------
George A. Roche,
Principal Executive Officer and Director
/s/ Alvin M. Younger, Jr.
---------------------------
Alvin M. Younger, Jr.,
Principal Financial and Accounting Officer
DIRECTORS:
/s/ James E. Halbkat, Jr.
----------------------------
James E. Halbkat, Jr.
/s/ Henry H. Hopkins
----------------------------
Henry H. Hopkins
/s/ James A.C. Kennedy
----------------------------
James A.C. Kennedy
/s/ John H. Laporte
----------------------------
John H. Laporte
/s/ Donald B. Hebb, Jr.
----------------------------
Donald B. Hebb, Jr.
<PAGE>
/s/ Richard L. Menschel
----------------------------
Richard L. Menschel
/s/ William T. Reynolds
----------------------------
William T. Reynolds
/s/ James S. Riepe
----------------------------
James S. Riepe
/s/ Brian C. Rogers
----------------------------
Brian C. Rogers
/s/ Robert L. Strickland
----------------------------
Robert L. Strickland
/s/ M. David Testa
----------------------------
M. David Testa
/s/ Philip C. Walsh
----------------------------
Philip C. Walsh
/s/ Anne Marie Whittemore
----------------------------
Anne Marie Whittemore
<PAGE>
