SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K /A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 29, 2001
LEGG MASON, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-8529 52-1200960
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
100 Light Street, Baltimore, Maryland 21202
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 539-0000
Not Applicable
(Former name or former address, if changed since last report)
This filing on Form 8-K/A amends and restates the
contents and exhibits of two earlier Form 8-K reports
that were filed by Legg Mason, Inc. (the "Company")
on May 30, 2001. The EDGAR filing service
vendor for the Company inadvertently and erroneously filed
via electronic transmission a Form 8-K which included draft
versions of a press release and analyst presentation. When
the error was brought to its attention, the service vendor
filed a subsequent Form 8-K which included the final version
of the press release, but did not note that the earlier
Form 8-K was incorrect.
To avoid any confusion, the Company is filing this amendment
which includes the materials intended to be filed by the
Company. Investors should disregard in their entirety the
two reports on Form 8-K previously filed on May 30, 2001.
Item 5. Other Events and Regulation FD Disclosure
On May 29, 2001, the Company issued
a press release regarding the execution of an agreement to
acquire all of the ownership interests in Private Capital
Management, L.P. A copy of the final press release is
attached hereto as Exhibit 99 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99 Press Release of Legg Mason, Inc.
dated May 29, 2001.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LEGG MASON, INC.
Date: May 30, 2001 By: /s/ Robert F. Price
Robert F. Price
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit
99 Press Release of Legg Mason, Inc. dated May 29, 2001
Exhibit 99
FOR IMMEDIATE RELEASE For further information:
Elisabeth N. Spector
Senior Vice President
410-539-0000
LEGG MASON TO TRIPLE WEALTH MANAGER REVENUES
Agreement with Private Capital Management will also add
over $8 Billion AUM
Baltimore, Maryland May 29, 2001 Legg Mason, Inc.
(NYSE: LM) and Private Capital Management, L.P. ("PCM")
announced today that they have entered into a definitive
agreement whereby Legg Mason will acquire PCM, a leading
high net worth manager known for its long-term record of
consistently superior investment performance, in a cash
transaction. Based upon the Financial Accounting Standards
Board's proposed statements on business combinations and
goodwill and intangible assets as well as additional
tentative decisions they have published, the transaction
is expected to be meaningfully accretive to Legg Mason's
reported earnings per share in the first year of operation.
Headquartered in Naples, Florida, PCM is an independent,
privately owned investment management firm with over $8 billion
in equity assets under management for approximately 1,500
high net worth individuals, families, endowments, foundations
and selected institutions. Since December 31, 1986, PCM has
achieved a 24% compound annual rate of return by consistently
applying a highly intensive, research-focused investment
process that concentrates on small- and mid-cap U.S. equity
securities. Over the five calendar years ended December 31,
2000, its revenues have grown at a compound annual rate of
48% and its assets under management have grown at a compound
annual rate of 50%.
Originally established to manage money for the Collier
family, PCM is a limited partnership owned by its co-founder,
Miles Collier, and by its two operating principals:
Bruce S. Sherman, who co-founded the company with Mr. Collier
in 1985 and serves as PCM's chairman and chief executive
officer, and Gregg J. Powers, president. Under the terms of
the agreement announced today, PCM will become a wholly owned
subsidiary of Legg Mason and will continue to be managed by
its principals, both of whom will stay in place under
long-term employment agreements. Consistent with Legg
Mason's longstanding practice, there will be no management
or other organizational changes as a result of the transaction.
Raymond A. "Chip" Mason, chairman and chief executive officer
of Legg Mason, commented, "We are delighted that PCM is
joining Legg Mason. In our opinion, Bruce Sherman and Gregg
Powers, together with the rest of the PCM management team,
are some of the most talented individuals in the wealth
advisory business and will enable us to significantly further
our strategic objectives in wealth management. We look
forward to working with them for a long time."
Mr. Sherman and Mr. Powers, in a joint statement, said, "We
are most pleased that PCM will be partnering with such an
outstanding financial services organization as Legg Mason.
In our desire and efforts to build upon PCM's strong
investment performance, we have sought an association
that will expand our ability to provide individual client
service. Of paramount importance in our selection of Legg
Mason was their understanding of, respect for, and commitment
to our investment process, so that there will be absolutely
no change in our investment philosophy or discipline."
Under the terms of the agreement announced today, Legg Mason
will pay $682 million in cash for PCM and its affiliated
entities at closing, which represents a 9 times multiple of
the current EBIT run rate. The transaction also includes two
contingent "earnout" payments based on PCM's growth as of the
third and fifth anniversaries of closing. The aggregate
transaction price payable by Legg Mason is capped at $1.382
billion. Legg Mason expects to raise a portion of the
purchase price in the capital markets.
A conference call to discuss the transaction will be held at
11:00 a.m. EDT tomorrow morning. The call will be open to the
general public. Interested participants should access the
call by dialing 1-877-692-2137 (or 1-973-628-9554 for
international calls) at least 10 minutes prior to the
scheduled start to ensure connection. The presentation
materials as well as audio access to the call will be
accessible through Legg Mason's website at www.leggmason.com.
For those unable to listen to the live broadcast of the
conference call, a replay will be available on the Legg
Mason website or by dialing 1-877-519-4471 (or 1-973-341-3080
for international calls) and using the Pin number 2631761
after the completion of the live call.
Legg Mason, Inc., headquartered in Baltimore, is a holding
company that provides asset management, securities brokerage,
investment banking and related financial services through its
subsidiaries. As of March 31, 2001, Legg Mason had aggregate
assets under management of $139.9 billion, and its wealth
manager subsidiaries and affiliate managed or supervised assets
of $7.1 billion (excluding any assets related to either the
holding company or its principal brokerage subsidiary, Legg
Mason Wood Walker, Incorporated).
This release contains forward-looking statements subject to
risks, uncertainties and other factors that may cause actual
results to differ materially. For a discussion of these risks
and uncertainties, see Legg Mason's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000 and its Quarterly
Reports on Form 10-Q.