As filed with the Securities and Exchange Commission on April 30, 1999.
1933 Act Registration No. 33-89090
1940 Act Registration No. 811-8966
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 9 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 11 [ X ]
(Check appropriate box or boxes.)
LEGG MASON FOCUS TRUST, INC.
(Exact name of registrant as specified in charter)
100 Light Street
Baltimore, Maryland 21202
(Address of principal executive offices)
Registrant's telephone number, including area code: (410) 539-0000
CHARLES A. BACIGALUPO
100 Light Street
Baltimore, Maryland 21202
(Name and address of agent for service)
Copies to:
ARTHUR J. BROWN, Esq.
STEPHANIE BOURQUE, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., 2nd Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[ ] Immediately upon filing pursuant to Rule 485(b)
[X] On May 1, 1999 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485 (a)(1).
[ ] On __________ pursuant to Rule 485 (a)(1)
[ ] 75 days after filing pursuant to Rule 485(a)(2)
[ ] On ___________ pursuant to Rule 485(a)(2)
<PAGE>
Legg Mason Focus Trust, Inc.
Contents of Registration Statement
This Registration Statement consists of the following papers and
documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheet
Legg Mason Focus Trust
Part A - Prospectus*
Part B - Statement of Additional Information*
Part C - Other Information
Signature Page
Exhibits
* Previously filed in Post-Effective Amendment No. 8 to the Registrant's
registration statement, SEC File No. 33-89090, on March 2, 1999.
<PAGE>
Legg Mason Focus Trust, Inc.
Form N-1A Cross Reference Sheet
PART A. ITEM NUMBER - PROSPECTUS PROSPECTUS CAPTION
1. Front and Back Cover Pages Same
2. Risk/Return Summary: Investments, Investment Objective; Risks;
Risks and Performance Performance
3. Risk/Return Summary: Fee Table Fees and Expenses of the Fund
4. Investment Objectives, Principal Investment Objective; Risks
Investment Strategies, and Related Risks
5. Management's Discussion of Fund Not Applicable
Performance
6. Management, Organization and Capital Management
Structure
7. Shareholder Information How to Invest; How to Sell Your
Shares; Account Policies; Services
for Investors; Dividends and Taxes
8. Distribution Arrangements Management
9. Financial Highlights Information Financial Highlights
PART B. ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION
CAPTION
10. Cover Page and Table of Contents Same
11. Fund History Description of the Fund
12. Description of the Fund and Its
Investments and Risks Description of the Fund;
Fund Policies; Investment Strategies
and Risks
13. Management of the Fund Management of the Fund
14. Control Persons and Principal Management of the Fund
Holders of Securities
15. Investment Advisory and Other The Fund's Investment Adviser and
Services Manager; The Fund's Distributor
16. Brokerage Allocation and Other Portfolio Transactions and Brokerage
Practices
17. Capital Stock and Other Securities Capital Stock Information
18. Purchase, Redemption, and Pricing Additional Purchase and Redemption
of Shares Information; Valuation of Fund Shares
19. Taxation of the Fund Additional Tax Information;
Tax-Deferred Retirement Plans
20. Underwriters The Fund's Distributor
21. Calculation of Performance Data Performance Information
22. Financial Statements Financial Statements
Part C
-------
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
Legg Mason Focus Trust, Inc.
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits
(A) Articles of Incorporation 1/
(B) By-Laws 1/
(C) Specimen security -- not applicable.
(D) Investment Advisory and Management Agreement -- 2/
(E) Underwriting Agreement -- 2/
(F) Bonus, profit sharing or pension plans -- none.
(G) Custody Agreement 1/
(H) (i) Transfer Agent Services Agreement 1/
(I) Opinion and consent of counsel -- filed herewith
(J) Other opinions, appraisals, rulings and consents -- Accountants'
consent -- 2/
(K) Financial statements omitted from Item 23 -- none.
(L) Agreement for providing initial capital 1/
(M) Plan pursuant to Rule 12b-1 -- 2/
(N)(27) Financial Data Schedule -- 2/
(O) Plan Pursuant to Rule 18f-3 -- none.
- ---------------
1/ Incorporated herein by reference to the corresponding exhibit of
Post-Effective Amendment No. 2 to the registration statement of Focus Trust,
Inc., as electronically filed on April 29, 1996.
2/ Incorporated herein by reference to the corresponding exhibit of
Post-Effective Amendment No. 8 to the Registrant's registration statement, as
electronically filed on March 2, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant
None.
Item 25. Indemnification
<PAGE>
This item is incorporated by reference to the corresponding exhibit of
Post-Effective Amendment No. 5 to the registration statement of Focus Trust,
Inc., SEC File No. 33-89090, as electronically filed on April 29, 1998.
Item 26. Business and Connections of Investment Adviser
Legg Mason Fund Adviser, Inc. ("LMFA"), is a registered investment adviser
incorporated on January 20, 1982. LMFA is engaged primarily in the investment
advisory business. It serves as manager and/or investment adviser to seventeen
open-end investment companies or portfolios. Information as to the officers and
directors of LMFA is included in its Form ADV filed June 24, 1998 with the
Securities and Exchange Commission (Registration Number 801-16958) and is
incorporated herein by reference.
Item 27. Principal Underwriters
- ----------------------
(a) Legg Mason Value Trust, Inc.
Legg Mason Total Return Trust, Inc.
Legg Mason Special Investment Trust, Inc.
Legg Mason Tax-Exempt Trust, Inc.
Legg Mason Cash Reserve Trust
Legg Mason Income Trust, Inc.
Legg Mason Global Trust, Inc.
Legg Mason Tax-Free Income Fund
Legg Mason Investors Trust, Inc.
Legg Mason Light Street Trust, Inc
LM Institutional Fund Advisors I, Inc.
LM Institutional Fund Advisors II, Inc.
(b) The following table sets forth information concerning each director and
officer of the Registrant's principal underwriter, Legg Mason Wood Walker,
Incorporated ("LMWW").
<PAGE>
Name and Principal Position and Offices With Positions and Offices With
Business Address* Underwriter - LMWW Registrant
------------------ ------------------------- --------------------------
Raymond A. Mason Chairman of the Board None
John F. Curley, Jr. Retired Vice Chairman of Chairman of the
the Board Board and Director
James W. Brinkley President and Director None
Edmund J. Cashman, Jr. Senior Executive Vice None
President and Director
Richard J. Himelfarb Senior Executive Vice None
President and Director
Edward A. Taber, III. Senior Executive Vice President
President and Director
Robert A. Frank Executive Vice President None
and Director
Robert G. Sabelhaus Executive Vice President None
and Director
Charles A. Bacigalupo Senior Vice President, None
Secretary and Director
F. Barry Bilson Senior Vice President None
and Director
Thomas M. Daly, Jr. Senior Vice President None
and Director
Jerome M. Dattel Senior Vice President None
and Director
Robert G. Donovan Senior Vice President None
and Director
Thomas E. Hill Senior Vice President None
One Mill Place and Director
Easton, MD 21601
Arnold S. Hoffman Senior Vice President None
1735 Market Street and Director
Philadelphia, PA 19103
Carl Hohnbaum Senior Vice President None
24th Floor and Director
Two Oliver Plaza
Pittsburgh, PA 15222
William B. Jones, Jr. Senior Vice President None
1747 Pennsylvania Ave., and Director
N.W.
Washington, D.C. 20006
Laura L. Lange Senior Vice President None
and Director
Marvin H. McIntyre Senior Vice President None
1747 Pennsylvania Ave., and Director
N.W.
Washington, D.C. 20006
Mark I. Preston Senior Vice President None
and Director
Joseph Sullivan Senior Vice President None
and Director
<PAGE>
Name and Principal Position and Offices With Positions and Offices With
Business Address* Underwriter - LMWW Registrant
------------------ ------------------------- --------------------------
M. Walter D'Alessio, Jr. Director None
1735 Market Street
Philadelphia, PA 19103
W. William Brab Senior Vice President None
Deepak Chowdhury Senior Vice President None
255 Alhambra Circle
Coral Gables, FL 33134
Harry M. Ford, Jr. Senior Vice President None
Dennis A. Green Senior Vice President None
William F. Haneman, Jr. Senior Vice President None
One Battery Park Plaza
New York, NY 10005
Theodore S. Kaplan Senior Vice President None
and General Counsel
Seth J. Lehr Senior Vice President None
1735 Market Street
Philadelphia, PA 19103
Horace M. Lowman, Jr. Senior Vice President None
and Asst. Secretary
Robert L. Meltzer Senior Vice President None
One Battery Park Plaza
New York, NY 10004
Jonathan M. Pearl Senior Vice President None
1777 Reisterstown Road
Pikesville, MD 21208
John A. Pliakas Senior Vice President None
125 High Street
Boston, MA 02110
Gail Reichard Senior Vice President None
Timothy C. Scheve Senior Vice President None
and Treasurer
Elisabeth N. Spector Senior Vice President None
Robert J. Walker, Jr. Senior Vice President None
200 Gibraltar Road
Horsham, PA 19044
William H. Bass, Jr. Vice President None
Nathan S. Betnun Vice President None
John C. Boblitz Vice President None
Andrew Bowden Vice President None
D. Stuart Bowers Vice President None
Edwin J. Bradley, Jr. Vice President None
<PAGE>
Name and Principal Position and Offices With Positions and Offices With
Business Address* Underwriter - LMWW Registrant
------------------ ------------------------- --------------------------
Scott R. Cousino Vice President None
Joseph H. Davis, Jr. Vice President None
1735 Market Street
Philadelphia, PA 19380
Terrence R. Duvernay Vice President None
1100 Poydras Street
New Orleans, LA 70163
John R. Gilner Vice President None
Richard A. Jacobs Vice President None
C. Gregory Kallmyer Vice President None
Edward W. Lister, Jr. Vice President None
Marie K. Karpinski Vice President Vice President and
Treasurer
Mark C. Micklem Vice President None
1747 Pennsylvania Ave.
Washington, D.C. 20006
Hance V. Myers, III Vice President None
1100 Poydras Street
New Orleans, LA 70163
Gerard F. Petrik, Jr. Vice President None
Douglas F. Pollard Vice President None
K. Mitchell Posner Vice President None
1735 Market Street
Philadelphia, PA 19103
Carl W. Reidy, Jr. Vice President None
Jeffrey W. Rogatz Vice President None
Thomas E. Robinson Vice President None
Douglas M. Schmidt Vice President None
Robert W. Schnakenberg Vice President None
1111 Bagby Street
Houston, TX 77002
Henry V. Sciortino Vice President None
1735 Market Street
Philadelphia, PA 19103
Chris Scitti Vice President None
Eugene B. Shepherd Vice President None
1111 Bagby Street
Houston, TX 77002-2510
Lawrence D. Shubnell Vice President None
Alexsander M. Stewart Vice President None
One World Trade Center
New York, NY 10048
<PAGE>
Name and Principal Position and Offices With Positions and Offices With
Business Address* Underwriter - LMWW Registrant
------------------ ------------------------- --------------------------
Robert S. Trio Vice President None
1747 Pennsylvania Ave.,
N.W.
Washington, D.C. 20006
William A. Verch Vice President None
Lewis T. Yeager Vice President None
---------------------
* All addresses are 100 Light Street, Baltimore, Maryland 21202, unless
otherwise indicated.
(c) The Registrant has no principal underwriter which is not an affiliated
person of the Registrant or an affiliated person of such an affiliated
person.
Item 28. Location of Accounts and Records
State Street Bank and Trust Company
P.O. Box 1713
Boston, Massachusetts 02105
Item 29. Management Services
None.
Item 30. Undertakings
None
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore and State of Maryland, on the 30th day of
April, 1999.
Legg Mason Focus Trust, Inc.
By: /s/ Marie K. Karpinski
----------------------------
Marie K. Karpinski
Vice President and Treasurer
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 dates indicated:
Signature Title Date
--------- ----- -----
/s/ John F. Curley, Jr.* Director April 30, 1999
------------------------
John F. Curley, Jr.
/s/ Richard G. Gilmore* Director April 30, 1999
-----------------------
Richard G. Gilmore
/s/ Arnold L. Lehman** Director April 30, 1999
----------------------
Arnold L. Lehman
/s/ Jill E. McGovern* Director April 30, 1999
----------------------
Jill E. McGovern
/s/ T.A. Rodgers* Director April 30, 1999
----------------------
T.A. Rodgers
*Signatures affixed by Marie K. Karpinski pursuant to a power of attorney dated
June 25, 1998, filed herewith.
**Signatures affixed by Marie K. Karpinski pursuant to a power of attorney
dated June 24, 1998, filed herewith.
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of the following investment company:
LEGG MASON FOCUS TRUST, INC.
plus any other investment companies for with Legg Mason Fund Adviser, Inc. acts
as investment adviser or manager or for which the undersigned individual serves
as Director ("Funds"), hereby severally constitute and appoint each of Marie K.
Karpinski, Arthur J. Brown and Arthur C. Delibert my true and lawful
attorney-in-fact, with full power of substitution, and with full power to sign
for me and in my name in the appropriate capacity, all Pre-effective Amendments
to any Registration Statements of the Funds, any and all Registration Statements
on Form N-1A, any supplements or other instruments in connection therewith as
said attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company Act of 1940,
and all related requirements of the Securities and Exchange Commission. I hereby
ratify and confirm all that said attorney-in-fact or his or her substitute may
do or cause to be done by virtue hereof.
WITNESS my hand as of the date set forth below.
SIGNATURE DATE
/s/ John F. Curley, Jr. June 25, 1998
- -------------------------------
John F. Curley, Jr.
/s/ Richard G. Gilmore June 25, 1998
- -------------------------------
Richard G. Gilmore
- --------------------------------- June ____ , 1998
Arnold L. Lehman
/s/ Jill E. McGovern June 25, 1998
- --------------------------------
Jill E. McGovern
/s/ T. A. Rodgers June 25, 1998
- -------------------------------
T.A. Rodgers
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of the following investment company:
LEGG MASON FOCUS TRUST, INC.
plus any other investment companies for with Legg Mason Fund Adviser, Inc. acts
as investment adviser or manager or for which the undersigned individual serves
as Director ("Funds"), hereby severally constitute and appoint each of Marie K.
Karpinski, Arthur J. Brown and Arthur C. Delibert my true and lawful
attorney-in-fact, with full power of substitution, and with full power to sign
for me and in my name in the appropriate capacity, all Pre-effective Amendments
to any Registration Statements of the Funds, any and all Registration Statements
on Form N-1A, any supplements or other instruments in connection therewith as
said attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company Act of 1940,
and all related requirements of the Securities and Exchange Commission. I hereby
ratify and confirm all that said attorney-in-fact or his or her substitute may
do or cause to be done by virtue hereof.
WITNESS my hand as of the date set forth below.
SIGNATURE DATE
June ____, 1998
- -------------------------------
John F. Curley, Jr.
June ____, 1998
- -------------------------------
Richard G. Gilmore
/s/ Arnold L. Lehman
- --------------------------------- June 24 , 1998
Arnold L. Lehman
June ____, 1998
- --------------------------------
Jill E. McGovern
June ____, 1998
- -------------------------------
T.A. Rodgers
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, DC 20036
ARTHUR C. DELIBERT
(202)778-9042
[email protected]
April 30, 1999
Legg Mason Focus Trust, Inc.
100 Light Street
Baltimore, MD 21202
Dear Sir or Madam:
You have requested our opinion, as counsel to Legg Mason Focus Trust, Inc.
("Company"), as to certain matters regarding the issuance of shares of common
stock of the Company ("Shares").
We have, as counsel, participated in various corporate and other matters
relating to the Company. We have examined certified copies of the Articles of
Incorporation and By-Laws, the minutes of meetings of the directors and other
documents relating to the organization and operation of the Company, and we are
generally familiar with its business affairs. Based upon the foregoing, it is
our opinion that the issuance of the Shares has been duly authorized by the Fund
and that, when sold in accordance with the terms contemplated by the Company's
effective Registration Statement, the Shares will have been legally issued,
fully paid and nonassessable by the Company.
We hereby consent to the filing of this opinion in connection with
Post-Effective Amendment No. 9 to the Company's Registration Statement on Form
N-1A (File No. 33-89090) being filed with the Securities and Exchange
Commission. We also consent to the reference to our firm in the Statement of
Additional Information filed as part of the Registration Statement.
Sincerely,
KIRKPATRICK & LOCKHART LLP
/s/ Arthur C. Delibert
----------------------
Arthur C. Delibert
