UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2006
LEGG MASON, INC.
(Exact name of registrant as specified in charter)
MARYLAND 1-8529 52-1200960
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
100 Light Street 21202
Baltimore, Maryland (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (410) 539-0000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
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On March 9, 2006, Legg Mason, Inc. ("Legg Mason") entered into an
underwriting agreement, a copy of which is attached hereto as Exhibit 1.1, with
Citigroup Global Markets Inc. (the "Underwriter") and AMAD Holdings Inc. (the
"Selling Stockholder") related to the sale by the Selling Stockholder to the
Underwriter of 9,000,000 shares of Legg Mason's common stock, $0.10 par value,
consisting of (i) 5,393,545 shares of outstanding common stock, and (ii)
3,606,455 shares of common stock issuable upon conversion of 3.606455 shares of
Series A convertible preferred stock, $10.00 par value, held by the Selling
Stockholder, at a public offering price of $125.00 per share. Delivery of and
payment for the shares of common stock pursuant to such underwriting agreement
will be made on or about March 15, 2006. The Selling Stockholder also granted
the Underwriter an option to purchase up to an additional 1,350,000 shares of
common stock, issuable upon conversion of 1.35 shares of Series A convertible
preferred stock held by the Selling Stockholder, to cover over-allotments, if
any. These shares are being offered and sold under a prospectus supplement filed
with the Securities and Exchange Commission pursuant to Rule 424(b)(7) of the
Securities Act of 1933, as amended, in connection with an offering pursuant to
Legg Mason's shelf registration statement on Form S-3 (Registration No.
333-132074).
Item 9.01. Financial Statements and Exhibits
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(a) None
(b) None
(c) Exhibits.
Exhibit No. Description of Exhibits
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1.1 Underwriting Agreement, dated March 9, 2006, among Legg Mason,
Inc., Citigroup Global Markets Inc. and AMAD Holdings Inc.
5.1 Opinion of Thomas C. Merchant, Esq.
23.3 Consent of Thomas C. Merchant, Esq. (included in Exhibit 5.1)
SIGNATURE
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.
By: /s/ Thomas P. Lemke
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Name: Thomas P. Lemke
Title: Senior Vice President
Date: March 13, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibits
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1.1 Underwriting Agreement, dated March 9, 2006, among Legg Mason,
Inc., Citigroup Global Markets Inc. and AMAD Holdings Inc.
5.1 Opinion of Thomas C. Merchant, Esq.
23.3 Consent of Thomas C. Merchant, Esq. (included in Exhibit 5.1)