-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LEafEbyTIaCDvjD0MqBQUhnhp7vJX4GwKgSwZEj/iv93Wt/gGBOsYUp0sSMOUD3J TWtCPefHjzNvYKGaEAIGjQ== 0001096338-00-000062.txt : 20000313 0001096338-00-000062.hdr.sgml : 20000313 ACCESSION NUMBER: 0001096338-00-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000310 ITEM INFORMATION: FILED AS OF DATE: 20000310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON INC CENTRAL INDEX KEY: 0000704051 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 521200960 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08529 FILM NUMBER: 566539 BUSINESS ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202-1476 BUSINESS PHONE: 4105390000 MAIL ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202-1476 8-K 1 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 10, 2000 ---------------------------- 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) Item 5. Other Events ------------ On March 10, 2000, Legg Mason, Inc. (the "Company") issued a press release regarding the execution of a merger agreement for the Company to acquire Perigee Inc. A copy of the 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 March 10, 2000. 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: March 10, 2000 By: /s/ Robert F. Price --------------------- Robert F. Price Senior Vice President EXHIBIT INDEX Exhibit - ------- 99 Press Release of Legg Mason, Inc. dated March 10, 2000 EX-99 2 For immediate release For further information: Elisabeth N. Spector Senior Vice President 410-539-0000 LEGG MASON TO OFFER STOCK FOR LEADING CANADIAN MONEY MANAGER Baltimore, MD - March 10, 2000 - Legg Mason, Inc. (NYSE: LM) and Perigee Inc. (PGC-T) announced today that they have entered into a definitive merger agreement for Legg Mason to acquire Perigee, one of Canada's leading institutional investment managers, in a pooling of interests transaction for 5.2 million Legg Mason common shares. The Board of Directors of Perigee has unanimously recommended that shareholders approve the proposed transaction, and the management of Perigee, as well as Perigee's largest institutional shareholder, have signed support agreements agreeing to vote their shares in favor of the proposed transaction. The merger agreement contemplates a "Plan of Arrangement" according to which Perigee will become an indirect, wholly owned subsidiary of Legg Mason, Inc. and will continue to be managed by its principals. No management or other organizational changes are anticipated. Perigee Inc., headquartered in Toronto, is the 9th largest institutional investment management firm in Canada, with approximately $14 billion (C$20.5 billion) of assets under management as of December 31, 1999. Through predecessor companies, Perigee has been providing a broad range of investment management services to clients for over 25 years. With offices in Vancouver, Waterloo, Montreal and Toronto, Perigee manages assets for institutional and retail clients through separate accounts, pooled funds and mutual funds. The company's common stock is listed on the Toronto Stock Exchange (symbol: PGC-T). For additional information, please see Perigee's web site: www.perigeeinvest.com. Raymond A. Mason, chairman and chief executive officer of Legg Mason, said, "We are delighted that Perigee, which is an outstanding Canadian money manager, has decided to join the Legg Mason family. Perigee, which has very competitive Canadian investment performance, will be our experts in the Canadian investment market and we look forward to working together to provide U.S. and international investment products and counsel to their Canadian clients." Alex Wilson, CEO and Managing Principal of Perigee, commented that "Perigee initiated this merger to ensure that client needs for international asset management can be met by high calibre professionals operating in international markets. This relationship with Legg Mason will enable Perigee to deliver to its Canadian clients an exceptional range of superior US and international investment solutions." In the proposed transaction, Perigee shareholders will be entitled to receive 0.387 of a share of exchangeable stock of Legg Mason Canada Holdings for each Perigee share they hold, subject to adjustment in certain circumstances. The exchangeable shares are the economic equivalent of shares of common stock of Legg Mason, Inc. and may be exchanged for those shares on a one-for-one basis at any time. The exchangeable shares carry the right to direct the voting rights of an equivalent number of Legg Mason common shares and they will also receive any future dividends and other distributions on an equal basis. The structure of the transaction is expected to provide the opportunity for a tax-free exchange for Canadian holders of Perigee stock. The exchangeable shares are deemed Canadian property for qualified Canadian investors. The transaction is conditioned upon regulatory approvals and approval by Perigee shareholders and is expected to be completed in late May. It is expected to be accretive to Legg Mason's earnings per share on a cash basis but modestly dilutive on a reported basis. Legg Mason, Inc., headquartered in Baltimore, is a financial services holding company which provides investment advisory, securities brokerage, investment banking and related financial services through its wholly owned subsidiaries. As of December 31, 1999, Legg Mason reported assets under management of $104.2 billion. -----END PRIVACY-ENHANCED MESSAGE-----