As filed with the Securities and Exchange Commission on February 26, 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
FINANCIAL ADVISOR DEFERRED COMPENSATION PLAN
(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)
______________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Minimum Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered (1) Per Share (2) Price Fee
Common Stock 800,000 shs. $ 48.745 $ 38,996,000 $ 3,155
($.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 Financial Advisor Deferred Compensation Plan 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 February 21, 2003.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Legg Mason Wood Walker, Incorporated Financial
Advisor Deferred Compensation Plan (the "Plan") pursuant to Rule 428(b)(1).
Such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Legg Mason, Inc. (the "Company") with 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, September 30, 2002 and December 31, 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.
2
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 4. Description of Securities.
Not Applicable.
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 an
employee benefit plan of the Company, an aggregate of less than one percent of
the common stock of the Company.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law ("Section 2-418")
establishes provisions whereby a Maryland corporation may indemnify any
director or officer made a party to an action or proceeding by reason of
service in that capacity, against judgments, penalties, fines, settlements
and reasonable expenses incurred in connection with such action or proceeding
unless it is proved that the director or officer (i) acted or failed to act
in bad faith or with active and deliberate dishonesty, (ii) actually received
an improper personal benefit in money, property or services or (iii) in the
case of a criminal proceeding, had reasonable cause to believe that his act
or omission was unlawful. However, if the proceeding is a derivative suit in
favor of the corporation, indemnification may not be made if the individual
is adjudged to be liable to the corporation. In no case may indemnification
be made until a determination has been reached that the director or officer
has met the applicable standard of conduct. Indemnification for reasonable
expenses is mandatory if the director or officer has been successful on the
merits or otherwise in the defense of any action or proceeding covered by
Section 2-418. Section 2-418 also provides for indemnification of directors
and officers by court order. The indemnification provided or authorized in
Section 2-418 does not preclude a corporation from extending other
rights (indemnification or otherwise) to directors and officers.
The Company's By-Laws provide for indemnification of any person who is
serving or has served as a director or officer of the Company, against all
liabilities and expenses incurred in connection with any action, suit or
proceeding arising out of such service to the full extent permitted under
Maryland law.
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The Company's officers and directors are insured against certain
liabilities under certain policies maintained by the Company with aggregate
maximum coverage of $35,000,000.
The foregoing summaries are subject to the complete text of the statute,
By-Laws and policies referred to above and are qualified in their entirety
by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Description of
Exhibit Number Document
4.1 Form of Legg Mason Wood Walker, Incorporated
Financial Advisor Deferred Compensation Plan.
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 Plan is not intended to be qualified under Section 401 of the
Internal Revenue Code of 1986, as amended.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference herein shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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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 26th day of February, 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 Chairman of the Board, February 26, 2003
Raymond A. Mason President and Chief
Executive Officer
(Principal Executive
Officer)
[SIGNATURES CONTINUED]
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/s/ Charles J. Daley, Jr. Senior Vice President and February 26, 2003
Charles J. Daley, Jr. Treasurer
(Principal Financial and
Accounting Officer)
/s/ Harold L. Adams Director February 26, 2003
Harold L. Adams
/s/ Dennis R. Beresford Director February 26, 2003
Dennis R. Beresford
/s/ Carl Bilt Director February 26, 2003
Carl Bildt
/s/ James W. Brinkley Director February 26, 2003
James W. Brinkley
/s/ Harry M. Ford, Jr. Director February 26, 2003
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director February 26, 2003
Richard J. Himelfarb
/s/ John E. Koerner, III Director February 26, 2003
John E. Koerner, III
[SIGNATURES CONTINUED]
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/s/ Edward I. O'Brien Director February 26, 2003
Edward I. O'Brien
/s/ Peter F. O'Malley Director February 26, 2003
Peter F. O'Malley
/s/ Nicholas J. St. George Director February 26, 2003
Nicholas J. St. George
/s/ Roger W. Schipke Director February 26, 2003
Roger W. Schipke
/s/ Kurt L. Schmoke Director February 26, 2003
Kurt L. Schmoke
/s/ James E. Ukrop Director February 26, 2003
James E. Ukrop
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EXHIBIT INDEX
Description of
Exhibit Number Document
4.1 Form of Legg Mason Wood Walker, Incorporated
Financial Advisor Deferred Compensation Plan.
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).