As filed with the Securities and Exchange Commission on February 27, 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
PRODUCING BRANCH MANAGER 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 Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price Fee
Common Stock 100,000 shs. $ 48.745 $ 4,874,500 $ 395
($.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 Producing Branch Manager 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 Producing
Branch Manager 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.
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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
Producing Branch Manager 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 27th 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 27, 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 27, 2003
Charles J. Daley, Jr. Treasurer
(Principal Financial and
Accounting Officer)
/s/ Harold L. Adams Director February 27, 2003
Harold L. Adams
/s/ Dennis R. Beresford Director February 27, 2003
Dennis R. Beresford
/s/ Carl Bilt Director February 27, 2003
Carl Bildt
/s/ James W. Brinkley Director February 27, 2003
James W. Brinkley
/s/ Harry M. Ford, Jr. Director February 27, 2003
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director February 27, 2003
Richard J. Himelfarb
/s/ John E. Koerner, III Director February 27, 2003
John E. Koerner, III
[SIGNATURES CONTINUED]
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/s/ Edward I. O'Brien Director February 27, 2003
Edward I. O'Brien
/s/ Peter F. O'Malley Director February 27, 2003
Peter F. O'Malley
/s/ Nicholas J. St. George Director February 27, 2003
Nicholas J. St. George
/s/ Roger W. Schipke Director February 27, 2003
Roger W. Schipke
/s/ Kurt L. Schmoke Director February 27, 2003
Kurt L. Schmoke
/s/ James E. Ukrop Director February 27, 2003
James E. Ukrop
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EXHIBIT INDEX
Description of
Exhibit Number Document
4.1 Form of Legg Mason Wood Walker, Incorporated
Producing Branch Manager 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).