SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 5
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1200960
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
100 Light Street
Baltimore, Maryland 21202
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $.10 per share New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
______________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
________________________________________________________________________
(Title of Class)
This Registration Statement on Form 8-A/A amends and restates the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission by Legg Mason, Inc. (the "Company") on July 12, 1983, as amended,
relating to the common stock of the Company.
Item 1. Description of Registrant's Securities to be Registered.
Our authorized capital stock consists of 250,000,000 shares of
common stock, par value $.10 per share, and 4,000,000 shares of preferred stock,
par value $10.00 per share. As of February 5, 2001, we had 62,316,149 shares of
common stock and one share of preferred stock outstanding.
Common Stock
Holders of our common stock are entitled to:
o one vote per share on matters to be voted upon by the stockholders;
o receive dividends out of funds legally available for distribution
when and if declared by our board of directors; and
o share ratably in our assets legally available for distribution to
our stockholders in the event of our liquidation, dissolution or
winding up, after provisions for distributions to the holders of
any preferred stock.
We may not pay any dividend (other than in shares of our common stock)
or make any distributions of assets on shares of our common stock until
cumulative dividends on any preferred stock then outstanding have been paid.
Holders of our common stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of our common stock are
fully paid and nonassessable.
The holders of our common stock do not have cumulative voting rights.
This means that holders of more than half of the shares can elect all of the
directors and holders of the remaining shares will not be able to elect any
directors. Our By-laws provide for a classified board of directors consisting of
three classes with staggered three-year terms.
Transfer Agent
The transfer agent and registrar for our common stock is First
Union National Bank, Charlotte, North Carolina.
Preferred Stock
Our Articles of Incorporation authorize our board of directors
to issue shares of preferred stock, par value $10.00 per share, and to fix the
terms (including voting rights, dividends, redemption and conversion provisions,
if any, and rights upon liquidation) of any shares issued. Outstanding shares of
preferred stock that are redeemed or are converted to common stock are restored
to the status of authorized and unissued shares of preferred stock issuable in
series by our board of directors.
2
On May 26, 2000, we issued one special voting share of preferred stock
in connection with our acquisition of Perigee Inc. This special voting share
provides the holders of exchangeable shares of our subsidiary, Legg Mason Canada
Holdings Ltd., with substantially the same voting rights as the holders of our
common stock. The special voting share has a number of votes, which may be cast
at a Legg Mason stockholders' meeting, equal to the number of exchangeable
shares outstanding. As of February 5, 2001, there were 2,905,552 exchangeable
shares outstanding.
Our board of directors has the authority, under our Articles of
Incorporation, to classify or reclassify any unissued preferred stock from time
to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of the stock.
Two-Tier Business Combination Provisions
Maryland law requires the affirmative vote of at least a majority of
all of the outstanding shares entitled to vote to approve a merger,
consolidation, share exchange or disposition of all or substantially all of our
assets. Our Articles of Incorporation require the affirmative vote of not less
than 70% of our then outstanding voting shares to approve any "business
combination" of us with any "Related Person" unless certain conditions have been
met. In addition, the 70% vote must include the affirmative vote of at least 55%
of the outstanding shares of voting stock held by stockholders other than the
Related Person. Accordingly, the actual vote required to approve the business
combination may be greater than the 70%, depending upon the number of shares
controlled by the Related Person. A Related Person is defined to include any
person or entity which is, directly or indirectly, the beneficial owner of 15%
or more of the outstanding shares of our voting stock, including any affiliate
or associate of such person or entity. The term "business combination" is
defined to include a wide variety of transactions between us and a Related
Person, including a merger, consolidation, share exchange or sale of assets
having a fair market value greater than 10% of the book value of our
consolidated assets.
However, if the Related Person pays a "fair price" to our stockholders
in the transaction, the 70% requirement would not be applicable and the proposed
business combination could be approved by a simple majority of the stockholders
unless otherwise required by Maryland law, provided that such affirmative vote
includes at least 55% of the voting stock held by persons other than the Related
Person. Under our Articles of Incorporation, the "fair price" must be at least
equal to the greater of
o the highest price paid or agreed to be paid by the Related Person
to purchase shares of our common stock during the 24-month period
prior to the taking of such vote; or
o the highest market price of the common stock during the 24-month
period prior to the taking of such vote; or
o the per share book value of our common stock at the end of the
calendar quarter immediately preceding the taking of such vote.
In addition, the "fair price" consideration to be received by our stockholders
must be of the same form and kind as the most favorable form and kind of
consideration paid by the Related Person in acquiring any of its shares of our
common stock.
3
The special voting provisions are not applicable to a business
combination authorized by our board of directors by a vote which includes a
majority of our "Disinterested Directors". A Disinterested Director is defined
to include any member of our board of directors who is not the Related Person
(or an affiliate or associate of the Related Person) and who was a director
prior to the time that the Related Person became a Related Person, and any
successor of a Disinterested Director who is not the Related Person (or an
affiliate or associate of the Related Person) and who is recommended to succeed
a Disinterested Director by a majority of the Disinterested Directors then on
our board of directors.
Our special voting provisions may not be amended, altered, changed or
repealed except by the affirmative vote of at least 70% of the shares of stock
entitled to vote at a meeting of the stockholders called for the consideration
of such amendment, alteration, change or repeal, and at least 55% of the
outstanding shares of stock entitled to vote thereon held by stockholders who
are not Related Persons, unless such proposal was proposed by our board of
directors by a vote which includes a majority of the Disinterested Directors.
The business combination provisions under our Articles of Incorporation
could have the effect of delaying, deterring or preventing a change in control.
Any possible change in control could also be affected by the applicability of
certain Maryland anti-takeover statutes dealing with business combinations and
acquisitions of controlling blocks of shares, as well as by our classified board
of director provisions.
Item 2. Exhibits.
1. Form of Common Stock Certificate.
2. Articles of Incorporation of the Registrant, as
amended (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000).
3. By-laws of the Registrant as amended and restated
April 25, 1988 (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended March 31, 1988).
4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
LEGG MASON, INC.
By: /s/ Robert F. Price
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Name: Robert F. Price
Title: Senior Vice President,
General Counsel
and Secretary
Date: February 23, 2001
EXHIBIT INDEX
Exhibit Description
1 Form of Common Stock Certificate.
2 Articles of Incorporation of the Registrant, as amended
(incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000).
3 By-laws of the Registrant as amended and restated April 25,
1988 (incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended March 31, 1988).