LEGG MASON FOCUS TRUST INC
N-30D, 2000-02-24
Previous: JPL SEPARATE ACCOUNT D OF JEFFERSON PILOT LIFEAMERICA INS CO, 24F-2NT, 2000-02-24
Next: MORGAN STANLEY DEAN WITTER HAWAII MUNICIPAL TRUST, 497, 2000-02-24



<PAGE>

                                  ANNUAL REPORT
                                DECEMBER 31, 1999

                                   LEGG MASON
                                      FOCUS
                                   TRUST, INC.

                                       LEGG
                                      MASON
                                      FUNDS
                                       LOGO
                            The Art of Investing/SM/


Investment Adviser

      Legg Mason Fund Adviser, Inc.
      Baltimore, MD

Board of Directors
      John F. Curley, Jr., Chairman
      Richard G. Gilmore
      Arnold L. Lehman
      Dr. Jill E. McGovern
      G. Peter O'Brien
      T. A. Rodgers

Transfer and Shareholder Servicing Agent
      Boston Financial Data Services
      Boston, MA

Custodian
      State Street Bank & Trust Company
      Boston, MA

Counsel
      Kirkpatrick & Lockhart LLP
      Washington, DC

Independent Accountants
      PricewaterhouseCoopers LLP
      Baltimore, MD


      This report is not to be distributed unless preceded or
      accompanied by a prospectus.


                      LEGG MASON WOOD WALKER, INCORPORATED
                    ----------------------------------------
                                100 Light Street
                     P.O. Box 1476, Baltimore, MD 21203-1476
                                410 o 539 o 0000

LMF-222
2/00
<PAGE>

To Our Shareholders,

     We are pleased to provide you with Legg Mason Focus Trust's report for the
year ended December 31, 1999.

     Robert Hagstrom, the Fund's portfolio manager, discusses the investment
outlook and the Fund's performance on the following pages. Long-term investment
results for the Fund are shown in the "Performance Information" section of this
report.

     PricewaterhouseCoopers LLP, Focus Trust's independent accountants, have
completed their annual examination, and audited financial statements for the
fiscal year ended December 31, 1999, are included in this report.

     We are pleased to report that Legg Mason has made a seamless transition
into the new century. Our critical internal and external systems are operating
free of Y2K disruptions. Internal and external operations, including the Fund's
custodian and transfer agency, are running smoothly, and Fund shareholders are
receiving uninterrupted account maintenance and transaction support.

     We hope you will consider using the Fund for investments of additional
funds as they become available. Some shareholders regularly add to their
investment in the Legg Mason Funds by authorizing automatic, monthly transfers
from their bank checking or Legg Mason accounts. Your Financial Advisor will be
happy to help you make these arrangements if you would like to purchase
additional shares in this convenient manner.

                                              Sincerely,

                                              /s/ Edward A. Taber, III
                                              --------------------------
                                              Edward A. Taber, III
                                              President

January 31, 2000
<PAGE>

      Portfolio Manager's Comments
      Focus Trust

Performance Analysis

           Legg Mason Focus Trust's 1999 year-end performance statistics are
      shown below with total returns of two comparable benchmarks: the Standard
      & Poor's 500 Index and the Lipper Large-Cap Core Fund Index. In addition,
      we have provided two-, three-, and four-year average annual returns for
      the Fund, as well as the average annual return since April 30, 1995 (Focus
      Trust's inception date was April 17, 1995).
<TABLE>
<CAPTION>
                                     1999             Two-            Three-            Four-              Since
                                     Year             Year             Year             Year           April 30, 1995
                                    ------           ------           ------           ------          --------------
<S>                                 <C>              <C>              <C>              <C>             <C>
         Focus Trust                18.59%           29.53%           29.39%           26.21%            25.08%

         S&P 500 Stock
           Composite Index          21.04%           24.75%           27.56%           26.39%            27.49%
         Lipper Large-Cap
           Core Fund Index          19.35%           23.08%           25.10%           23.76%            24.70%
</TABLE>

           Our net asset value per share rose from $22 on December 31, 1998, to
      $26.09 by year-end 1999. During the year, there were no income dividend or
      capital gains distributions to shareholders.

After-Tax Returns
<TABLE>
<CAPTION>
                                      1999             1998             1997            1996         1995/1/
                                     ------           ------           ------          ------        ------
<S>                                   <C>              <C>              <C>             <C>          <C>
         Income Dividend              $0.00            $0.00            $0.00           $0.00        $0.06
         Capital Gain                 $0.00            $0.94            $0.47           $0.07        $0.00

         Before-Tax Return            18.6%            41.5%            29.1%           17.1%        12.3%
         After-Tax Return/2/          18.6%            39.4%            28.2%           16.9%        12.1%
         Tax Efficiency/3/           100.0%            95.0%            97.0%           99.0%        99.0%
</TABLE>

Portfolio Manager's Comments

           Our objective at Focus Trust is to grow, over the long term, the net
      asset value per share of the Fund at a rate better than the rate of growth
      of the S&P 500 Index, and to do so in a tax-efficient manner. Although our
      investment performance relative to the S&P 500 lagged this year, our
      performance over the last two and three years is ahead of the index and,
      at year end, we are only 0.18% behind the index for the four-year period.
      Over the long term, Focus Trust has outperformed the average return of
      mutual funds included in the Lipper Large-Cap Core Fund Index.

      -----------
      /1/From April 17, 1995 (inception date of the Fund) to December 31, 1995;
         figures are not annualized.
      /2/After-tax returns are calculated by deducting 39.6% tax on income and
         short-term capital gains dividends and 20% tax for long-term capital
         gain distributions made between 1997 and 1999 and 28% tax on long-term
         capital gain distributions made during 1995 to 1996.
      /3/Tax efficiency is a measure of how much the after-tax return represents
         as a percent of the before-tax return. These returns do not reflect any
         unrealized capital gains held by the Fund.

2
<PAGE>

           It is important to keep our investment performance in the proper
      context. We are less concerned about our price performance over the short
      term and more concerned that we own the right businesses with economics
      capable of beating the S&P 500's economic benchmark over the long term. If
      we purchase superior businesses at reasonable prices and hold these
      businesses for the long term, it is our belief that we will do better than
      an index fund. We can control our selection process but we cannot control,
      nor even second-guess, which companies or industries the market might
      favor over the short run. Sometimes we own companies the market favors and
      our performance looks spectacular. At other times, our portfolio lacks the
      stocks most sought after and our performance lags. With this in mind,
      remember that short-term performance is highly sensitive to the initial
      starting condition and can be affected by several factors beyond our
      immediate control. Long-term performance, in our opinion, is a more
      appropriate indication of a portfolio manager's investment ability.

           I am especially pleased with our after-tax performance. Over the last
      five years, Focus Trust has averaged a 98% tax-efficiency ratio. That is,
      our after-tax performance over the last five years has averaged 98% of our
      total return during this period. This tax-efficiency ratio is truly
      outstanding. According to Morningstar, the average equity fund in their
      database runs an 84% tax-efficiency ratio. That is, only 84% of the total
      return of an average mutual fund falls to the bottom line for taxable
      investors. For this reason, among others, many investors have switched to
      index funds to generate high after-tax returns. How well does Focus
      Trust's tax sensitivity compare to an index fund? Over the five years
      ending November 30, 1999, the Vanguard Index 500 Fund has averaged a 96%
      tax-efficiency ratio./4/

1999 Market Review

           The performance of the tech-driven NASDAQ composite overshadowed all
      events in 1999. For the year, the NASDAQ was up a stunning 86%, with more
      than half of that gain coming in the last two months of the year. The less
      tech-weighted Dow Jones Industrial Average gained 27%, and the S&P 500
      Index was up 21%, even for the year with the small-cap Russell 2000 Index.

           In 1999, if you over-weighted technology in a portfolio, chances are
      you handily beat the S&P 500 Index. Conversely, if you refused to own
      technology stocks in your portfolio, chances are your investment return
      was poor. For those who owned some technology stocks (but not quite a
      market weighting), it is likely your investment returns were one or two
      standard deviations from the market return. Such was our case.

           For the year, the index of consumer non-durables, health care,
      financials, and utilities all posted negative price returns. Without price
      leverage, many food, beverage, and household product companies could not
      reach double-digit earnings growth. In addition, the pharmaceutical
      companies, now under greater scrutiny for their pricing strategy,
      witnessed lower stock prices, and the banking, financial services,
      insurance and utility indices were negative for the year in great part
      because the bond market suffered its second-worst year since 1973.

      ---------------
      /4/The investment objective of Focus Trust is maximum long-term capital
         appreciation with minimum long-term risk to principal, while the
         investment objective of the Vanguard Index 500 Fund is to match the
         performance of a benchmark index that measures the investment return of
         large-capitalization stocks. Focus Trust seeks its investment objective
         by investing in a concentrated number of issuers, while the Vanguard
         Index 500 Fund seeks its investment objective by investing in a broad
         number of stocks and thereby seeks to match the performance of an
         index. Focus Trust is actively managed and has higher fees and a higher
         portfolio turnover rate than the Vanguard Index 500 Fund. This
         comparison between Focus Trust and the vanguard Index 500 Fund is being
         made solely for the purpose of comparing the tax efficiency of these
         two products.

                                                                               3
<PAGE>

      Portfolio Manager's Comments -- Continued

           Whereas 1998 was the year investors were greatly concerned about the
      effects of disinflation and lower interest rates, 1999 became the year
      when inflation rates firmed and interest rates rose. The stocks of oil
      companies, commodity chemicals, basic materials, and capital goods
      companies gained in 1999 with hopes that higher inflation would allow
      these companies to quickly pass on price increases--a luxury that has thus
      far eluded all consumer product and service businesses. However, despite
      the positive year for these above-mentioned industry groups, their stock
      price returns roughly equaled the market rate of return. The only industry
      group that posted outsized gains this year was technology.

           Why the sudden madness for technology stocks? The quick answer is to
      blame the speculators and momentum players who have chased these stocks
      "to the moon," snaring countless investors along the way. One Wall Street
      analyst quipped that 1999 was the year the amateurs won. This may be
      partly true, but it obscures the more important and critical variable,
      namely, the Internet. According to Jack Welch, Chairman and CEO of General
      Electric, the Internet and connections to the Internet are the most
      important business phenomena that have occurred in his lifetime. Now, if
      this is true, and Jack Welch is considered a pretty smart guy, then what
      is happening in the market is not a "bubble" destined to "pop" and
      "disappear" forever, but a realistic, fundamental change in our business
      landscape.

           If, for the moment, we placed all the Internet business possibilities
      aside and examined the market as it was in the early 1990s, I am willing
      to speculate that technology would have still been the best-performing
      industry group in the market. Before the Internet, businesses and
      individuals were snapping-up computers, printers, software, servers,
      intra-network connections, and cellular telephones at a rapid pace. The
      Internet simply acted as a turbo charge to a global marketplace imbedded
      with high technology demands. What we need to recognize is that
      technology, with or without the Internet, is the one industry group this
      decade that experienced consistent and sustainable double-digit unit
      demand for its products and services.

           Of course, other industries, from time to time, have been able to
      generate double-digit returns for business owners. But in most cases,
      these returns were largely a combination of unit growth and price
      increases. If your company could grow units between 4% and 8%, raise
      prices between 3% and 6%, increase productivity (read: invest in
      technology), and repurchase stock, then the goal of 15% earnings growth
      was attainable. Now, companies that attempt to raise prices aggressively
      have met stiff resistance from their customers. Without price increases,
      which often represented one-third of a company's earnings achievement, all
      a company has to grow revenues is unit demand, increased productivity, and
      share repurchases, the combination of which has made the hurdle rate of
      15% earnings growth more difficult. Warren Buffett once said, "You will
      find out who is swimming naked as soon as the tide goes out." Well, in
      this case, the tide is price increases, and it has moved out. What is left
      now is pure unit growth, and no industry has higher unit growth demand
      than technology.

           If you were to list all the Internet and technology companies by rank
      order using price to sales, or price to operating cash, or price to
      earnings (for those companies that report earnings), you would observe
      companies at the top of the list that appear extremely over-valued and
      others at the bottom of the list that may appear less over-valued. If you
      then took the average of the list, most individuals are of the opinion
      this group as a whole is richly priced and set for a major fall. Some
      individuals have compared the Internet/technology group to the infamous
      "Nifty-Fifty," a basket of the most expensive stocks at the market's peak
      in 1972.

4
<PAGE>

           Revisiting the Nifty-Fifty, with the help of Jeremy Siegel's book
      Stocks for the Long Run, an investor can make some interesting
      observations. At the market peak in 1972, the Nifty-Fifty traded at 42x
      earnings--two times the multiple of the S&P 500 Index. At the top of the
      Nifty-Fifty was Polaroid (95x earnings), Baxter Labs (71x earnings), and
      MGIC Investment Corp (68x earnings). At the bottom of the list was
      International Telephone & Telegraph (15x earnings) and First National City
      (20x earnings). Between the highest multiple and lowest multiple stocks in
      the group was Philip Morris (24x earnings), Merck & Co. (25x earnings),
      and Coca-Cola (46x earnings).

           Now fast-forward 25 years. It is 1997. Based on earnings, growth of
      earnings, and the interest rates during this period, what should have been
      the average earnings multiple of the Nifty-Fifty? According to Siegel, 42x
      earnings. Exactly the price the basket traded for 25 years earlier. Now,
      what is interesting to discover is that, based on the economics generated
      by the individual companies during this time period, Polaroid should have
      traded for 17x earnings, not 95x; Baxter Labs should have traded for 30x
      earnings, not 71x ; and MGIC Investment Corp should have traded for 5x
      earnings, not 68x.

           What prices should investors have paid for International Telephone &
      Telegraph and First National City? You should have paid 9x, not 15x,
      earnings for ITT; and you should have paid 19x, not 20x, for First
      National City. These two examples were purposely included to play a trick
      on you. Most people would have guessed the high P/E stocks became the low
      P/E stocks while the low P/E stocks became the high P/E stocks. "Many
      shall be restored that now are fallen and/ Many shall fall that now are in
      honor," wrote Horace in Ars Poetica. But, as we have learned over and
      over, contrarian investing is not a universal truth. Although searching
      among the "fallen" may reveal some great investments, "polling" says
      Buffett, "does not replace thinking."

           What I found particularly interesting about Siegel's study is that
      the best investments in the Nifty-Fifty were not the most expensive stocks
      in the group, nor the cheapest. It was an undistinguished group in the
      middle of the distribution. Philip Morris was worth not 24x earnings but
      78x earnings, and Merck was accurately priced at 75x earnings, not 25x.
      Coca-Cola, which was trading near the average of the Nifty-Fifty group and
      more than twice the market average, was not worth 46x earnings, but 92x
      earnings.

           Jeremy Seigel's study is not exhaustive. But it does bring to light
      an intelligent way to think about investing. Stocks priced high or low in
      relation to an average industry index or average market index tell you
      nothing about their valuation. It is only by completing a fundamental
      analysis of the business and its industry that an investor can ascertain
      the value of a stock.

           Half the people on this planet have never made or received a
      telephone call. A far greater number do not own cellular telephones or
      computers. Today, only a small fraction of the world's population has ever
      connected to the Internet. We believe the future of technology, its
      peripherals, wireless communication, and the Internet is unquestionably
      bright. Yes, there will be stock price volatility within this group. Yes,
      there will be some companies that will fail, but there will also be many
      companies that will witness enormous prosperity. Warren Buffett said the
      next great economic franchises lay within the technology arena. We agree.
      Our job, going forward, is to identify the global market leaders in
      technology and then pay responsible prices for these outstanding
      businesses.

                                                                               5
<PAGE>

      Portfolio Manager's Comments -- Continued

1999 Portfolio Activity

           This past year, we sold two companies: Action Performance and Johnson
      & Johnson. We also purchased and sold a company within the same year:
      Waste Management. Lastly, we added six new businesses to our portfolio:
      three technology companies (Gateway, IBM, Unisys), one consumer products
      company (Avon Products), and two retailers (Amazon and Wal-Mart Stores).

           We added Gateway to our portfolio at the beginning of the year.
      Gateway is a leading manufacturer and seller of personal computers to
      businesses and individuals. Whereas Dell Computer is the world's largest
      direct manufacturer and seller of personal computers to large
      corporations, Gateway has targeted primarily individuals and small
      businesses. With the success of its Country Stores and newly formed
      relationship with America Online, Gateway's revenues and return on capital
      have greatly improved. We were quickly rewarded for these improvements.
      Our average purchase price for the stock was up 125% by year end.

           IBM and Unisys are two other technology companies that we added in
      the fourth quarter this year. Both of these companies are among the best
      worldwide providers of technical support and service. As more companies
      embrace the Internet and seek to participate in the business-to-business
      and business-to-consumer marketplace, they will in turn need the services
      of IBM and Unisys. We purchased both companies at a substantial discount
      to what we believe their businesses to be worth. Unisys is growing 18% per
      year, returns 20% on invested capital, and generates more cash than it
      uses. Today, the company sells for less than 20x this year's earnings. The
      story is similar at IBM. We expect the company to grow at a 15% rate for
      the foreseeable future. It earns 25% on invested capital and generates far
      more cash than it needs to operate. This worldwide leading technology
      company (in 1999, IBM was awarded the most U.S. patents, with a record
      2,756 patents issued) is selling for 24x earnings. Although we have
      received no near-term stock price benefit from our purchases, we are
      confident these businesses, in the future, will outpace the economic
      returns of the S&P 500 Index.

           Avon Products is one of the world's leading manufacturers and
      marketers of beauty products, fashion jewelry, and casual apparel. With
      2.3 million door-to-door salespeople worldwide, the company is unmatched
      in its ability to reach the consumer. We expect the company to grow its
      cash earnings between 13% to 15% and achieve a remarkable 80% return on
      its invested capital. Today, we can buy Avon at a 30% discount to our
      calculation of intrinsic value.

           Wal-Mart is the world's largest brick-and-mortar retailer and Amazon
      is the world's largest e-commerce retailer. Both companies dominate their
      respective marketplace and both companies were added to Focus Trust this
      year. In retailing, whether you sell products over the Internet or in
      stores, scale is the critical variable that a company needs to achieve the
      highest returns for its owners. Both Amazon and Wal-Mart have reached that
      scale in their respective markets. But whereas Wal-Mart's position and
      ability are unquestioned, Amazon's future is highly suspect in the minds
      of many investors. We have spent a good deal of time with Amazon's
      management team and are convinced their strategy of spending cash flow now
      to dominate new category introductions is smart. Some investors look at
      the company, see no earnings and assess no value. We look at the company,
      identify the cash flow, monitor the working capital needs, observe capital
      expenditures, and by using a real options strategy calculate what this
      business may be worth in the future.

6
<PAGE>

          In determining the value of a company, we conservatively estimate the
      growth in cash earnings and then discount the future earnings of the
      company at the appropriate rate. If there is high uncertainty regarding a
      company's future value, we first offset this risk by only purchasing the
      stock at a significant discount to what we believe the company is worth;
      then secondly, we limit the size of our bet. If we are right, our small
      investment in this business will become substantially more valuable in the
      future. If we are wrong, our position weighting will not permanently harm
      the portfolio. In fact, if we are wrong on Amazon, the loss we realize
      will be less than the loss we took on Waste Management.

           Periodically, every portfolio manager must confront an unforced
      error--a mistake in analysis and a mistake in purchasing a stock that
      otherwise should have been avoided. Waste Management was our unforced
      error. We were drawn to Waste Management because its share price was cheap
      relative to our belief that the company could achieve a 15% cash earnings
      target for its owner. The goal of 15% was to be a combination of unit
      growth (3% to 5%), price increases (3% to 5%), new acquisitions (3%),
      efficiencies (2%), and share repurchases (2% to 3%). What became
      increasingly clear, only after we made our purchase, was that the price
      increases were not sticking. Instead of paying Waste Management's higher
      prices, its customers were seeking other waste service providers. In
      addition, there was management confusion over what exactly were the
      earnings of previous acquisitions. By the time the company announced it
      would be unable to deliver its economic promise, the stock price plunged.
      We purchased the stock in June at an average price of $50.00 and sold it
      in September at an average price of $21.04 (year-end stock price of Waste
      Management was $17.19). This error in judgment cost our shareholders 3
      percentage points in performance. It was a painful lesson we don't wish to
      repeat, and we have taken steps in our selection process to hopefully
      avoid making similar mistakes.

           After acquiring shares of Action Performance from 1997 through 1999
      at an average price of $34, we decided in October to sell our entire
      position and received $21 for our stock (year-end stock price of Action
      Performance was $11.50). We had high hopes that Action Performance would
      continue to rationally allocate its capital to high-cash-returning
      investments, but alas, the company spent a vast sum of money to spin off
      an Internet company to shareholders that subsequently flopped. We
      disagreed with management's strategy, and after failing repeatedly to
      change their opinion, we decided to sell our shares in the company.

           There are four major reasons why we sell shares in a company. The
      first reason is an unforced error, as in the case of Waste Management.
      Sometimes we will make a mistake and for a portfolio manager it is far
      better to admit the mistake and move on than cling hopelessly to a
      situation that is unlikely to generate better economic returns going
      forward than the average economics of an index return. A second reason to
      sell a stock is when we disagree with management over how to allocate the
      capital of the business, as was the case at Action Performance. If a
      company irrationally allocates capital to business ventures that lower our
      return on invested capital, it will ultimately drive the share price of
      the business lower. A third reason for selling a stock is based on
      valuation. If we believe the future price return of a business is equal to
      or less than what we believe is the future rate of return of the market,
      we must sell the stock. This was the case with Johnson & Johnson.

           We had owned Johnson & Johnson since 1995, and it was a difficult
      decision to sell the stock. But based on its price earlier in the year
      relative to the underlying economics of the business, we decided the
      future rate of return of Johnson & Johnson, at then current prices, would
      only do as well or perhaps


                                                                               7
<PAGE>

      Portfolio Manager's Comments -- Continued

      less well than the market rate of return. We certainly did not think the
      company would be able to substantially outperform the market from that
      level.

           We swapped our shares of Johnson & Johnson for Gateway, a portfolio
      strategy that thus far appears to be profitable. But is it? How do
      shareholders actually know if the decision to sell a stock is the right
      decision? Phil Fisher posed the same question to me last year. Mr. Fisher,
      as many of you know, is the author of Common Stocks and Uncommon Profits.
      He is one of the earliest advocates of focus investing and a gentleman
      whose writings greatly influenced Warren Buffett. In a series of
      conversations, Mr. Fisher asked how do investors really know if they are
      best served when a portfolio manager sells a stock? "What happens to a
      stock after it is sold," Mr. Fisher said, "can dwarf in significance the
      profit or loss at the time of sale if the sale of a really good stock is
      made in the early stages of its rise." Judging the record of an investment
      manager, he explained, should include not only the purchases, which are
      reflected in the performance numbers, but also include the sale of stock
      which, in some cases, may be a measure of loss performance.

           To rectify this omission, Mr. Fisher argued an investment manager
      should include all the stocks he or she sold and what the subsequent
      performance of those stocks was relative to their benchmark. If, going
      forward, the sold stock under-performed the benchmark, then the sale was
      intelligent. But if the sold stock out-performed the market, then
      shareholders were deprived of that performance. To date, I have never seen
      a mutual fund make a complete list of their sales and then calculate the
      subsequent performance. Focus Trust will be the first.

           The following table lists all of the stocks I have sold since the
      Fund's inception. With each stock sold, I have used the average sale price
      (calculated by the total dollars received, not including fees or
      commissions, divided by the total number of shares) and the average date
      of the sale (determined by the mid-point of a multi-day selling period).
      We then calculated, on a total return basis, the performance of the stock
      sold compared to the S&P 500 Index. The time period includes from the
      average date sold through year-end 1999.
<TABLE>
<CAPTION>
                                                          Performance Relative
          Stock                          Date Sold          to S&P 500 Index
          -------                        ---------        --------------------
          <S>                            <C>              <C>
          Daily Journal                  04/26/96               -110%
          Fannie Mae                     08/30/96                -25%
          Central Newspapers             02/28/97                -15%
          Gaylord Entertainment          07/05/97                -27%
          Lee Enterprises                07/18/97                -35%
          Brown-Forman B                 08/22/97                -38%
          Wm. Wrigley, Jr.               10/31/97                -46%
          Gannett                        12/05/97                -16%
          Walt Disney                    01/30/98                -70%
          Washington Post                02/27/98                -29%
          Sotheby's                      08/38/98                +17%
          Hasbro                         09/18/98                -52%
          Johnson & Johnson              01/08/99                 -3%
          Waste Management               09/03/99                -26%
          Action Performance             10/08/99                -56%
</TABLE>

8
<PAGE>

           As you can see from the list of fifteen stocks, every position we
      have sold, with the exception of Sotheby's, under-performed the S&P 500
      Index from the date we sold it through December 31, 1999.

           From these purchases and sales, we realized losses in six positions
      (Daily Journal, Central Newspapers, Gaylord Entertainment, Hasbro, Waste
      Management, and Action Performance) and booked gains in the other nine.

           If we go back and look at the list, we can divide the rationale for
      selling each stock based upon our four criteria:

           1. As we already confessed, Waste Management was an unforced error;
           2. Fannie Mae, Wrigley, Gannett, Disney, and Johnson & Johnson were
              sold based on valuation;
           3. Brown-Forman, Sotheby's, and Action Performance were sold because
              of disagreements with management over how to allocate capital;

      which leaves the fourth criterion. We will sell a position if it becomes
      apparent the economics of the underlying business fail to either match or
      exceed the baseline economics of our index. We cannot afford to buy and
      hold a business that is unable to generate growth in earnings and/or
      returns on capital that are at least equivalent to the returns available
      from the average company in the index. If we buy and hold cheap stocks of
      mediocre businesses, we will often end up with mediocre returns. By every
      measuring stick, Daily Journal, Central Newspaper, Lee Enterprises,
      Gaylord Entertainment, Washington Post, and Hasbro were cheap relative to
      their assets and earnings. But unfortunately, the economics of these
      businesses were inferior to the average economics available from the
      index. Despite the good intentions of management, we had no choice but to
      sell.

Investable Versus Tradable

           There is a difference between investable ideas and tradable ideas.
      Investable ideas are assigned to companies that generate sustainable
      above-average economics. If an investor purchases an above-average
      company, at or below the company's intrinsic value, the superior economics
      of the business will, over time, drive the investment returns far past the
      average returns of an index.

           Some investors are attracted to stocks with below-average economics
      if the discount to value is large enough to warrant an investment. In this
      case, when the market eventually resets the price of the below-average
      company closer to its intrinsic value, an investor has a chance to profit.
      We call these tradable ideas. The only chance to profit is to buy the
      cheap stock and sell it quickly when it reaches fair value. The reason you
      must buy-and-sell as opposed to buy-and-hold is because if you
      buy-and-hold a below-average economic business you will receive, over the
      long term, a below-average return.

           Occasionally, the market will discount heavily the prices of
      below-average businesses. When this happens, some investors rush to buy
      these stocks in hopes the market quickly resets the prices of these
      businesses. Of course, the risk to this strategy is time. Remember,
      Buffett said, "time is the friend to a wonderful business and an enemy to
      the mediocre." We much prefer the investable ideas and will concentrate
      our efforts to locate these kinds of businesses. Although we do not
      quarrel with the strategy of buying cheap, mediocre businesses, we will
      leave these tradable ideas to others.

                                                                               9
<PAGE>

      Portfolio Manager's Comments -- Continued

What About Berkshire Hathaway?

           Many investors have asked whether Berkshire Hathaway has reached a
      point where its future rate of return is now less than an index return.
      1999 was a particularly difficult year for Berkshire. The stock price
      declined 20%, under-performing the S&P 500 Index by 41 percentage points.
      It was not the first time Berkshire failed to beat the market. In the past
      twenty years, Berkshire's stock price has trailed the market five
      different times: 1996, -17%; 1990, -20%; 1987, -1%; 1986, -5%; and 1984,
      -9%. But clearly, this year's 41% relative performance decline caught many
      by surprise.

           In all fairness, 1999 was a difficult year for all insurance
      companies, not just for Berkshire Hathaway. However, Berkshire did have
      its share of problems. First, the realized insurance losses from General
      Re were unexpected. The acquisition of General Re was trumpeted in 1998
      and helped lead Berkshire to a 52% gain for the year, outpacing the 29%
      gain of the S&P 500 Index. But once the merger was completed, insured
      losses began pouring in. Some have suggested that Buffett's conservative
      and strict interpretation of accounting led to larger realized losses than
      General Re, left to its own, would have otherwise acknowledged. This may
      or may not be true. Either way, losses hurt stock performance.

           Second, the value of Berkshire's float declined this year with the
      decline in share prices of Coca-Cola, Disney, and Gillette. Over the past
      twenty years, there has been a very strong correlation between Berkshire's
      float and its share price. In other words, you tell me which direction the
      float in Berkshire is going (up or down), and I can generally tell you
      which direction the stock price is going.

           Lastly, the growth in premium income has slowed this year because of
      the weak pricing in the super-catastrophe insurance market and the lack of
      contribution from GEICO. At present, GEICO is using all of its profits to
      expand market share in the direct market for automobile insurance, a move
      that we readily applaud. But until this gain in market share is completed,
      GEICO will not be adding to profits.

           The question that needs to be asked is whether the situation at
      Berkshire is permanent or transient. Our guess is transient. We believe
      the worst at General Re is behind us. We believe, from these price levels,
      that Coca-Cola, Disney, and Gillette will perform better relative to the
      S&P 500 Index. The only question we can't answer is when better pricing
      will return to the insurance market.

           Although higher insurance premium pricing will benefit Berkshire, it
      is not essential for Berkshire to perform well. Many investors overlook
      the fact that Berkshire is diversifying away from being a pure insurance
      company. The economic profits from Flight Safety and Executive Jet, when
      measured separately, greatly exceed the returns of the market. In
      addition, the recent acquisition of MidAmerican Energy introduces a
      strategy of purchasing utility companies in the newly deregulating and
      rapidly consolidating utility industry. Berkshire's non-insurance
      businesses stand a chance of raising the economic bar for the company.

           For several years, Warren Buffett has warned shareholders that the
      future rate of return of Berkshire will be less than the company's
      historical rate. Many investors refused to believe Warren, and who could
      blame them? Berkshire's share price has kept going up at a market-beating
      rate of return. Now, however, there are many who question whether
      Berkshire can even keep pace. My guess is Berkshire will out-perform the
      S&P 500 Index going forward, and for that reason we will keep our
      Berkshire position. But it is time to take Warren at his word--he
      magnitude of Berkshire's future performance will likely be less than the
      company's historic returns.

10
<PAGE>

Conclusion

           This April marks Focus Trust's five-year anniversary. When we started
      Focus Trust, I promised we would run a concentrated portfolio of 10 to 20
      stocks. We have kept our word. I also promised that I would keep our
      turnover ratio low and try to generate high after-tax returns. So far, so
      good. I also promised to try and beat the market. Although we haven't
      beaten the market every year, we have done pretty well over the time
      period and certainly better than most.

           J.P. Morgan said you had to be an optimist to win at the game of
      investing. I believe that is true. With communism on the wane and
      democratic capitalism on the rise, it is hard not to be optimistic. Even
      though there have been plenty of earth-shaking economic and political
      events that have come and gone over the last five years, we are still
      plugging along. My guess is there will be a few more big events that will
      spread doom and gloom in the next five years. I also expect we will have
      continued market volatility, and there is always the chance the stock
      market will go down significantly in price.

           If you need or might need money in the next several years, set that
      amount aside in money markets or short-term bonds. If you are investing
      for five years or longer, my guess is the stock market will continue to
      afford the best returns relative to bonds and cash.

           Over the next five years you can expect that Focus Trust will own
      between 10 and 20 stocks. We will attempt to keep portfolio turnover
      ratios low and after-tax returns high. I do not know when the next market
      correction will occur, but I do know what I will do when it comes. We are
      always anxious to purchase great companies at lower prices. In the future,
      you can expect to see us increase our weighting in technology companies,
      but only at reasonable prices. You should also know we are increasingly
      attracted to larger companies, versus smaller companies, that are in a
      position to dominate their global marketplace. With 95% of the world's
      population living outside the United States, the economic opportunities
      for international companies are far more attractive than for those
      companies fighting over a limited market share here in the U.S. In
      addition, we have learned that the economic benefits for those companies
      that reach scale become extremely valuable.

           I wish to thank all of the talented analysts and portfolio managers
      at Legg Mason Fund Adviser for their intellectual support, and a special
      thanks to our Board of Directors and officers for their continued
      guidance.

           To all shareholders of Focus Trust, I appreciate your support and
      confidence. At the end of our first year, we were a small mutual fund with
      only $7 million in assets. Today, we are group of shareholders who
      collectively own a $275 million fund with a very bright future.

           If you have any questions or concerns, please do not hesitate to
contact us.

                                                         Robert G. Hagstrom, CFA
                                                         Portfolio Manager

      January 28, 2000
      DJIA 10738.9

                                                                              11
<PAGE>

      Performance Information
      Legg Mason Focus Trust, Inc.

Performance Comparison of a $10,000 Investment as of December 31, 1999

           The returns shown are based on historical results and are not
      intended to indicate future performance. Total return measures investment
      performance in terms of appreciation or depreciation in a Fund's net asset
      value per share, plus dividends and any capital gain distributions. It
      assumes that dividends and distributions were reinvested at the time they
      were paid. The investment return and principal value of an investment in
      this Fund will fluctuate so that an investor's shares, when redeemed, may
      be worth more or less than their original cost. Average annual returns
      tend to smooth out variations in a fund's return, so that they differ from
      actual year-to-year results. No adjustment has been made for any income
      taxes payable by shareholders.

           The following graph compares the Fund's total returns against that of
      a closely matched broad-based securities market index. The lines
      illustrate the cumulative total return of an initial $10,000 investment
      for the periods indicated. The line for the Fund represents the total
      return after deducting all Fund investment management and other
      administrative expenses and the transaction costs of buying and selling
      securities. The line representing the securities market index does not
      include any transaction costs associated with buying and selling
      securities in the index or other administrative expenses.

<TABLE>
<CAPTION>
      --------------------------------------------------
                         Cumulative     Average Annual
                        Total Return     Total Return
      --------------------------------------------------
      <S>                   <C>              <C>
       One Year            +18.59%          +18.59%
       Life of Fund+      +184.92           +24.90
      --------------------------------------------------
</TABLE>
       + Inception Date-- April 17, 1995

                              [CHART APPEARS HERE]

<TABLE>
<CAPTION>
                                    Standard
                                    & Poor's
                                    500 Stock
                    Focus           Composite
                    Trust           Index/1/
<S>              <C>               <C>
4/17/95          $10,000.00        $10,000.00
                 $10,140.00        $10,641.00
                 $10,810.00        $11,487.00
12/31/95         $11,229.00        $12,178.00
                 $12,385.00        $12,832.00
                 $11,983.00        $13,408.00
                 $12,485.00        $13,823.00
12/31/96         $13,154.00        $14,975.00
                 $13,275.00        $15,376.00
                 $14,913.00        $18,062.00
                 $15,651.00        $19,413.00
12/31/97         $16,982.00        $19,971.00
                 $19,833.00        $22,757.00
                 $20,864.00        $23,508.00
                 $17,544.00        $21,170.00
12/31/98         $24,025.00        $25,678.00
                 $26,756.00        $26,958.00
                 $26,515.00        $28,861.00
                 $23,971.00        $27,055.00
12/31/99         $28,492.00        $31,081.00
</TABLE>

/1/ An unmanaged index of widely held common stocks. Index returns are for the
    periods beginning April 30, 1995.

12
<PAGE>

      Focus Trust

Selected Portfolio Performance+

      Strong performers for the year ended December 31, 1999*
      -------------------------------------------------------
      1. WPP Group plc                            +169.2%
      2. America Online, Inc.                      +88.6%
      3. Citigroup Inc.                            +67.7%
      4. American Express Company                  +62.6%
      5. Harley-Davidson, Inc.                     +35.2%
      6. International Speedway Corporation        +24.4%
      7. McDonald's Corporation                     +5.2%

      + Individual stock performance is measured by the change in the stock's
        price; reinvestment of dividends is not included.
      * Securities held for the entire year.

      Weak performers for the year ended December 31, 1999*
      -----------------------------------------------------
      1. United Asset Management Corporation        -28.6%
      2. Freddie Mac                                -27.0%
      3. Berkshire Hathaway, Inc. - Class A         -19.9%
      4. Lloyds TSB Group plc                       -11.9%

Portfolio Changes

      Securities added since December 31, 1998
      ----------------------------------------
      Amazon.com, Inc.
      Avon Products, Inc.
      Gateway Inc.
      International Business Machines Corporation
      Unisys Corporation
      Wal-Mart Stores, Inc.
      Waste Management Inc.

      Securities sold since December 31, 1998
      ---------------------------------------
      Action Performance Companies, Inc.
      Johnson &Johnson
      Waste Management Inc.

                                                                              13
<PAGE>

      Statement of Net Assets
      Legg Mason Focus Trust, Inc.
      December 31, 1999
      (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                                 Shares/Par                  Value
      -----------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>
Common Stocks and Equity Interests--93.6%
      Advertising--6.5%
      WPP Group plc                                                                 215                    $ 17,872
                                                                                                           --------

      Banking-- 14.2%
      Citigroup Inc.                                                                489                      27,143
      Lloyds TSB Group plc                                                          964                      12,062
                                                                                                           --------
                                                                                                             39,205
                                                                                                           --------

      Computer Services and Systems-- 13.6%
      Gateway Inc.                                                                  342                      24,645/A/
      International Business Machines Corporation                                    89                       9,558
      Unisys Corporation                                                            100                       3,194/A/
                                                                                                           --------
                                                                                                             37,397
                                                                                                           --------

      Consumer Staples-- 5.2%
      Wal-Mart Stores, Inc.                                                         210                      14,482
                                                                                                           --------
      Consumer Products-- 3.5%
      Avon Products, Inc.                                                           293                       9,669
                                                                                                           --------

      Financial Services-- 18.1%
      American Express Company                                                      162                      26,999
      Freddie Mac                                                                   332                      15,606
      United Asset Management Corporation                                           388                       7,195
                                                                                                           --------
                                                                                                             49,800
                                                                                                           --------

      Insurance-- 9.9%
      Berkshire Hathaway, Inc.- Class A                                               1                      27,209/A/
                                                                                                           --------

      Media-- 10.0%
      America Online, Inc.                                                          364                      27,489/A/
                                                                                                           --------

      Motorcycles/Bicycles-- 2.5%
      Harley-Davidson, Inc.                                                         108                       6,919
                                                                                                           --------

      Racetracks-- 4.1%
      International Speedway Corporation                                            223                      11,208
                                                                                                           --------

      Restaurants-- 4.0%
      McDonald's Corporation                                                        274                      11,038
                                                                                                           --------

      Retail-Internet-- 2.0%
      Amazon.com, Inc.                                                               74                       5,633/A/
                                                                                                           --------
      Total Common Stocks and Equity Interests  (Identified Cost-- $211,592)                                257,921
      -----------------------------------------------------------------------------------------------------------------
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Shares/Par                  Value
      -----------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>
Repurchase Agreements-- 6.1%
      Bank of America
        3.10%, dated 12/31/99, to be repurchased at $8,488 on 1/3/00
        (Collateral:$9,458 Freddie Mac mortgage-backed securities,
        6%, due 9/1/28, value $8,704)                                            $8,486                     $ 8,486
      Morgan Stanley Dean Witter
        2.25%, dated 12/31/99, to be repurchased at $8,488 on 1/3/00
        (Collateral:$6,335 U.S.Treasury Bills, 11.75%, due 11/15/14,
        value $8,659)                                                             8,486                       8,486
                                                                                                           --------
      Total Repurchase Agreements  (Identified Cost--$16,972)                                                16,972
      -----------------------------------------------------------------------------------------------------------------
      Total Investments--99.7%  (Identified Cost--$228,564)                                                 274,893
      Other Assets Less Liabilities--0.3%                                                                       731
                                                                                                           --------

      NET ASSETS CONSISTING OF:
      Accumulated paid-in capital applicable to
        10,562 shares outstanding                                              $239,555
      Accumulated net investment income/(loss)                                       (1)
      Accumulated net realized gain/(loss) on investments
        and foreign currency transactions                                       (10,259)
      Unrealized appreciation/(depreciation) of investments
        and foreign currency transactions                                        46,329
                                                                               --------

      NET ASSETS--100.0%                                                                                   $275,624
                                                                                                           ========

      NET ASSET VALUE PER SHARE                                                                              $26.09
                                                                                                             ======
      -----------------------------------------------------------------------------------------------------------------
</TABLE>
      /A/Non-income producing.
      See notes to financial statements

                                                                              15
<PAGE>

      Statement of Operations
      Legg Mason Focus Trust, Inc.
      December 31, 1999
      (Amounts in Thousands)
<TABLE>
<CAPTION>
      -----------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>             <C>
Investment Income:
      Dividends/A/                                                                          $ 1,125
      Interest                                                                                  629
                                                                                           ---------
          Total income                                                                                       $ 1,754
Expenses:
      Investment advisory fee                                                                 1,242
      Distribution and service fees                                                           1,774
      Transfer agent and shareholder servicing expense                                          138
      Audit and legal fees                                                                       44
      Custodian fee                                                                              87
      Directors' fees                                                                             6
      Organization expense                                                                       13
      Registration fees                                                                          83
      Reports to shareholders                                                                    14
      Other expenses                                                                             14
                                                                                           ---------
                                                                                              3,415
      Less fees waived                                                                          (44)
                                                                                           ---------
        Total expenses, net of waivers                                                                        3,371
                                                                                                            -------
      NET INVESTMENT INCOME/(LOSS)                                                                           (1,617)
Net Realized and Unrealized Gain/(Loss) on Investments:
      Realized gain/(loss) on investments                                                   (10,259)
      Change in unrealized appreciation/(depreciation) of investments                        35,142
      NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS                                                 24,883
      -----------------------------------------------------------------------------------------------------------------
      CHANGE IN NET ASSETS RESULTING FROM OPERATIONS                                                        $23,266
      -----------------------------------------------------------------------------------------------------------------
</TABLE>
      /A/Net of foreign taxes withheld of $16.

      See notes to financial statements.

16
<PAGE>

      Statement of Changes in Net Assets
      Legg Mason Focus Trust, Inc.
      (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                                          For the Years Ended December 31,
                                                                                      --------------------------------------
                                                                                             1999                1998
      ----------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                  <C>
Change in Net Assets:
      Net investment income/(loss)                                                        $ (1,617)            $  (137)
      Net realized gain/(loss) on investments                                              (10,259)              1,270
      Change in unrealized appreciation/(depreciation) of investments                       35,142               8,298
      ----------------------------------------------------------------------------------------------------------------------
      Change in net assets resulting from operations                                        23,266               9,431
      Distributions to shareholders from net realized gain on investments                       --              (1,557)
      Change in net assets from Fund share transactions                                    205,269              31,122
      ----------------------------------------------------------------------------------------------------------------------
      Change in net assets                                                                 228,535              38,996
Net Assets:
      Beginning of year                                                                     47,089               8,093
      ----------------------------------------------------------------------------------------------------------------------
      End of year                                                                         $275,624             $47,089
      ----------------------------------------------------------------------------------------------------------------------
      Undistributed net investment income/(loss), end of year                             $     (1)            $    --
      ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements

                                                                              17
<PAGE>

Financial Highlights
Legg Mason Focus Trust, Inc.

     Contained below is per share operating performance data for a share of
common stock outstanding, total investment return, ratios to average net assets
and other supplemental data. This information has been derived from information
provided in the financial statements.

<TABLE>
<CAPTION>
                                            Investment Operations                        Distributions
                                   --------------------------------------  --------------------------------------
                                                                                          From
                        Net Asset     Net       Net Realized      Total       From         Net                     Net Asset
                         Value,    Investment  and Unrealized     From         Net      Realized                     Value,
                        Beginning    Income    Gain (Loss) on  Investment  Investment   Gain on         Total        End of
                         of Year     (Loss)    Investments     Operations    Income    Investments  Distributions     Year
- ----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>        <C>         <C>             <C>         <C>         <C>          <C>            <C>
Years Ended Dec. 31,
         1999            $22.00    $(.15)/A/       $4.24          $4.09      $ --         $ --          $ --        $26.09
         1998             16.32     (.06)/A/        6.68           6.62        --         (.94)         (.94)        22.00
         1997             13.01     (.11)/A/        3.89           3.78        --         (.47)         (.47)        16.32
         1996             11.17     (.05)/A/        1.96           1.91        --         (.07)         (.07)        13.01
         1995/B/          10.00      .06/A/         1.17           1.23      (.06)          --          (.06)        11.17
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                              Ratios/Supplemental Data
                          ------------------------------------------------------------
                                                    Net
                                                 Investment               Net Assets,
                                    Expenses   Income (Loss)  Portfolio     End of
                          Total    to Average   to Average    Turnover       Year
                          Return   Net Assets   Net Assets      Rate    (in thousands)
- --------------------------------------------------------------------------------------
<S>                       <C>      <C>          <C>           <C>       <C>
Years Ended Dec. 31,
         1999             18.59%     1.90%/A/     (.91)%/A/      14%       $275,624
         1998             41.47%     1.93%/A/     (.89)%/A/      21%         47,089
         1997             29.10%     2.00%/A/     (.74)%/A/      14%          8,093
         1996             17.14%     2.00%/A/     (.40)%/A/       8%          7,327
         1995/B/          12.29%/C/  1.92%/A,D/   1.19%/A,D/     --           5,061
- --------------------------------------------------------------------------------------
</TABLE>

/A/ Net of fees waived pursuant to a voluntary expense limitation of 1.75%
    of average daily net assets through September 1, 1995, 2.00% through June
    30, 1998, and 1.90% through June 30, 2000. If no fees had been waived,
    the annualized ratio of expenses to average net assets for the years
    ended December 31, 1999, 1998, 1997 and 1996, and for the period April
    17, 1995 to December 31, 1995, would have been 1.93%, 2.71%, 4.04%,
    4.96%, and 7.89%, respectively.
/B/ For the period April 17, 1995 (commencement of operations) to December
    31, 1995.
/C/ Not annualized.
/D/ Annualized.

    See notes to financial statements

18
<PAGE>

       Notes to Financial Statements
       Legg Mason Focus Trust, Inc.
       (Amounts in Thousands)
       -------------------------------------------------------------------------
1. Significant Accounting Policies:
           The Legg Mason Focus Trust, Inc. ("Fund") is registered under the
      Investment Company Act of 1940, as amended, as an open-end,
      non-diversified investment company.

      Security Valuation
           Securities owned by the Fund for which market quotations are readily
      available are valued at current market value. In the absence of readily
      available market quotations, securities are valued at fair value as
      determined by the Fund's Board of Directors. Where a security is traded on
      more than one market, which may include foreign markets, the securities
      are generally valued on the market considered by the Fund's adviser to be
      the primary market. Securities with remaining maturities of 60 days or
      less are valued at amortized cost. The Fund will value its foreign
      securities in U.S. dollars on the basis of the then-prevailing exchange
      rates.

      Investment Income and Distributions to Shareholders
           Interest income and expenses are recorded on the accrual basis. Bond
      premiums are amortized for financial reporting and federal income tax
      purposes. Bond discounts, other than original issue and zero-coupon bonds,
      are not amortized. Dividend income and distributions to shareholders are
      recorded on the ex-dividend date. Dividends from net investment income, if
      available, will be paid annually. Net capital gain distributions are
      declared and paid after the end of the tax year in which the gain is
      realized. Distributions are determined in accordance with federal income
      tax regulations, which may differ from those determined in accordance with
      generally accepted accounting principles; accordingly, periodic
      reclassifications are made within the Fund's capital accounts to reflect
      income and gains available for distribution under federal income tax
      regulations.

      Security Transactions
           Security transactions are recorded on the trade date. Realized gains
      and losses from security transactions are reported on an identified cost
      basis for both financial reporting and federal income tax purposes. At
      December 31, 1999, receivables for securities sold and payables for
      securities purchased for the Fund were as follows:

      Receivable for          Payable for
      Securities Sold    Securities Purchased
      ---------------------------------------
            $ --                $ --

      Deferred Organizational Expenses
           Deferred organizational expenses of $65 are being amortized on a
      straight line basis over 5 years commencing on the date the Fund's
      operations began. Legg Mason Fund Adviser, Inc. ("LMFA"), the Fund's
      investment adviser, has agreed that in the event it redeems any of its
      shares during such period, it will reimburse the Fund for any unamortized
      organization costs in the same proportion as the number of shares to be
      redeemed bears to the number of shares that LMFA purchased from Focus
      Capital Advisory, L.P. ("Focus Capital") on June 30, 1998, and remain
      outstanding at the time of redemption.

      Federal Income Taxes
           No provision for federal income or excise taxes is required since the
      Fund intends to continue to qualify as a regulated investment company and
      distribute substantially all of its taxable income to its shareholders.
           At December 31, 1999, the Fund had capital loss carryforwards for
      federal income tax purposes of $9,931 expiring in 2007.

                                                                              19
<PAGE>

Notes to Financial Statements -- Continued

      --------------------------------------------------------------------------
      Use of Estimates
           Preparation of the financial statements in accordance with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts and disclosures in the
      financial statements. Actual results could differ from those estimates.

2. Investment Transactions:
           For the year ended December 31, 1999, investment transactions
      (excluding short-term investments) were as follows:


          Purchases           Proceeds from Sales
      --------------------------------------------
          $212,273                  $23,438

           At December 31, 1999, cost, aggregate gross unrealized appreciation
      and gross unrealized depreciation based on the cost of securities for
      federal income tax purposes for the Fund were as follows:


                                                                 Net
                                                            Appreciation/
      Cost             Appreciation      Depreciation      (Depreciation)
      -------------------------------------------------------------------
      $228,564            $61,715          $(15,386)           $46,329

3. Repurchase Agreements:
           All repurchase agreements are fully collateralized by obligations
      issued by the U.S. Government or its agencies, and such collateral is in
      the possession of the Fund's custodian. The value of such collateral
      includes accrued interest. Risks arise from the possible delay in recovery
      or potential loss of rights in the collateral should the issuer of the
      repurchase agreement fail financially. The Fund's investment adviser
      reviews the value of the collateral and the creditworthiness of those
      banks and dealers with which the Fund enters into repurchase agreements to
      evaluate potential risks.

4. Transactions with Affiliates:
           On June 30, 1998, LMFA purchased the assets of Focus Capital. For the
      period June 28, 1997 to June 30, 1998, Focus Capital served as the Fund's
      investment adviser. Prior to June 28, 1997, Lloyd, Leith & Sawin, Inc.
      served as investment adviser to the Fund.
           Effective June 30, 1998, the Fund entered into an investment advisory
      and management agreement with LMFA. Pursuant to its agreement, LMFA
      provides the Fund with investment advisory, management and administrative
      services for which the Fund pays a fee, computed daily and payable
      monthly, at an annual rate of 0.70% of its average daily net assets.
           LMFA has agreed to waive its fees in any month to the extent the
      Fund's expenses (exclusive of taxes, interest, brokerage and extraordinary
      expenses) exceed during that month an annual rate of 1.90% of average
      daily net assets until June 30, 2000, as shown in the chart below:

<TABLE>
<CAPTION>
                                              Year Ended               At
                                           December 31, 1999   December 31, 1999
                                           -----------------   -----------------
         Expense      Expense Limitation       Management          Management
        Limitation      Expiration Date       Fees Waived         Fees Payable
      --------------------------------------------------------------------------
<S>     <C>           <C>                     <C>                 <C>
           1.90%         June 30, 2000            $44                $188
</TABLE>

20
<PAGE>

      --------------------------------------------------------------------------
           During the period January 1, 1998 to June 30, 1998, management fee
      expense was $34, all of which was waived by Focus Capital; during the
      period July 1, 1998 to December 31, 1998, management fee expense was $74,
      all of which was waived by LMFA.
           Legg Mason Wood Walker, Incorporated ("Legg Mason"), a member of the
      New York Stock Exchange, serves as the Fund's distributor. Legg Mason
      receives an annual distribution fee and an annual service fee, computed
      daily and payable monthly as follows:

                                     At December 31, 1999
                                    ----------------------
      Distribution        Service      Distribution and
          Fee               Fee      Service Fee Payable
      -----------------------------------------------------
          0.75%            0.25%             $232

           No brokerage commissions were paid by the Fund to Legg Mason or its
      affiliates during the year ended December 31, 1999. Legg Mason also has an
      agreement with the Fund's transfer agent to assist it with some of its
      duties. For this assistance, the transfer agent paid Legg Mason $39 for
      the year ended December 31, 1999.
           LMFA and Legg Mason are corporate affiliates and wholly owned
      subsidiaries of Legg Mason, Inc.

5. Fund Share Transactions:
           At December 31, 1999, there were 100,000 shares authorized at $.001
      par value for the Fund. Share transactions were as follows:

<TABLE>
<CAPTION>
                                                           Reinvestment
                                         Sold            of Distributions         Repurchased        Net Change
                                --------------------   -------------------- ----------------------------------------
                                   Shares     Amount     Shares     Amount    Shares     Amount   Shares    Amount
      --------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>         <C>        <C>       <C>      <C>        <C>     <C>
      Year Ended Dec. 31, 1999     10,297    $251,272      --       $   --    (1,875)  $(46,003)   8,422  $205,269
      Year Ended Dec. 31, 1998      1,725      32,537      79        1,500      (159)    (2,915)   1,645    31,122
</TABLE>

                                                                              21
<PAGE>

Report of Independent Accountants

To the Shareholders and Directors of Legg Mason Focus Trust, Inc.:

   In our opinion, the accompanying statement of net assets and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
the Legg Mason Focus Trust, Inc. (hereafter referred to as the "Fund") at
December 31, 1999, and the results of its operations, the changes in its net
assets and the financial highlights for each of the fiscal periods presented, in
conformity with accounting principles generally accepted in the United States.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States, which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included confirmation
of securities at December 31, 1999, by correspondence with the custodian,
provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Baltimore, Maryland
February 10, 2000

22
<PAGE>

                     [THIS PAGE INTENTIONALLY LEFT BLANK]



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission