As filed with the Securities and Exchange Commission on January 14, 2003
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1200960
------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Light Street, Baltimore, Maryland 21202
-------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
LEGG MASON WOOD WALKER, INCORPORATED
KEY EMPLOYEE PHANTOM STOCK AGREEMENTS
(Full Title of the Plan)
ROBERT F. PRICE, ESQUIRE
Senior Vice President, General Counsel and Secretary
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
(Name and address of agent for service)
(410) 539-0000
(Telephone number, including area code, of agent for service)
______________________
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered (1) per share (2) price fee
-------------------------------------------------------------------------------------------
Common Stock 600,000 shs. $ 51.045 $ 30,627,000 $ 2,818
($.10 Par Value)
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also registers such indeterminate number of
additional shares as may be issuable under the Legg Mason Wood Walker,
Incorporated Key Employee Phantom Stock Agreements in connection with
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h). The proposed maximum offering price per share
is based upon the average of the high and low sale prices for Legg
Mason, Inc. common stock on the New York Stock Exchange on January 8,
2003.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering an additional 600,000
shares of common stock, $.10 par value, of Legg Mason, Inc. (the "Company" or
the "Registrant") issuable pursuant to Legg Mason Wood Walker, Incorporated Key
Employee Phantom Stock Agreements (the "Agreements").
This Registration Statement hereby incorporates by reference
the contents of the Company's previously filed Registration Statement on Form
S-8 (Registration No.: 333-59841).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2002.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 2002 and September 30, 2002.
(c) The description of the Company's common stock, $.10 par
value, contained in Amendment No. 5 to the Company's Application for
Registration on Form 8-A, filed February 23, 2001.
In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Independent Accountants
-----------------------
The financial statements and financial statement schedules
incorporated in this registration statement by reference to the Annual Report on
Form 10-K of the Company for the year ended March 31, 2002 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Company's common stock
registered hereby that will be newly issued by the Company have been passed upon
for the Company by Robert F. Price, Esq., the Company's General Counsel, Senior
Vice President and Secretary. Mr. Price beneficially owns, and has rights to
acquire under any employee benefit plan of the Company, an aggregate of less
than one percent of the common stock of the Company.
Item 8. Exhibits.
Description of
Exhibit Number Document
-------------- --------------
4.1 Form of Legg Mason Wood Walker, Incorporated
Key Employee Phantom Stock Agreement
(incorporated by reference to Registration
Statement No. 333-59841 on Form S-8).
4.2 Articles of Incorporation of the Company,
as amended (incorporated by reference to the
Company's Form 10-Q for the quarter
ended September 30, 2000).
4.3 By-laws of the Company, as amended
and restated April 25, 1988
(incorporated by reference to the
Company's Annual Report on Form 10-K
for the year ended March 31, 1988).
5 Opinion of Robert F. Price, Esq.,
Senior Vice President, General
Counsel and Secretary of the Registrant.
23(a) Consent of PricewaterhouseCoopers
LLP, Independent Accountants.
23(b) Consent of Robert F. Price, Esq.
(included in Exhibit 5).
24 Powers of Attorney of certain directors
of the Registrant (included on signature
pages hereto).
The Agreements are not intended to be qualified under Section
401 of the Internal Revenue Code of 1986, as amended.
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of Maryland, on the
14th day of January, 2003.
LEGG MASON, INC.
By: /s/ Robert F. Price
-----------------------------------
Robert F. Price
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond A. Mason, Richard J.
Himelfarb and Robert F. Price, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Raymond A. Mason
------------------------
Raymond A. Mason Chairman of the Board, January 14, 2003
President and Chief
Executive Officer
(Principal Executive
Officer)
[SIGNATURES CONTINUED]
/s/ Charles J. Daley, Jr.
------------------------
Charles J. Daley, Jr. Senior Vice President and January 14, 2003
Treasurer
(Principal Financial and
Accounting Officer)
/s/ Harold L. Adams
------------------------ Director January 14, 2003
Harold L. Adams
/s/ Dennis R. Beresford
------------------------ Director January 14, 2003
Dennis R. Beresford
________________________ Director ___________, 2003
Carl Bildt
/s/ James W. Brinkley
------------------------ Director January 14, 2003
James W. Brinkley
/s/ Harry M. Ford, Jr.
------------------------ Director January 14, 2003
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb
------------------------ Director January 14, 2003
Richard J. Himelfarb
[SIGNATURES CONTINUED]
/s/ John E. Koerner, III
------------------------- Director January 14, 2003
John E. Koerner, III
/s/ Edward I. O'Brien
------------------------ Director January 14, 2003
Edward I. O'Brien
/s/ Peter F. O'Malley
------------------------ Director January 14, 2003
Peter F. O'Malley
/s/ Nicholas J. St. George
-------------------------- Director January 14, 2003
Nicholas J. St. George
/s/ Roger W. Schipke
------------------------ Director January 14, 2003
Roger W. Schipke
/s/ Kurt L. Schmoke
------------------------- Director January 14, 2003
Kurt L. Schmoke
/s/ James E. Ukrop
------------------------- Director January 14, 2003
James E. Ukrop
EXHIBIT INDEX
Description of
Exhibit Number Document
-------------- --------------
4.1 Form of Legg Mason Wood Walker, Incorporated Key Employee
Phantom Stock Agreement (incorporated by reference to
Registration Statement No. 333-59841 on Form S-8).
4.2 Articles of Incorporation of the Company, as amended
(incorporated by reference to the Company's Form 10-Q
for the quarter ended September 30, 2000).
4.3 By-laws of the Company, as amended and restated April 25,
1988 (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended March 31, 1988).
5 Opinion of Robert F. Price, Esq.,
Senior Vice President and
General Counsel of the Registrant.
23(a) Consent of PricewaterhouseCoopers LLP,
Independent Accountants.
23(b) Consent of Robert F. Price, Esq. (included
in Exhibit 5).
24 Powers of Attorney of certain directors
of the Registrant (included on signature pages hereto).