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): June 26, 2001 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) 2 Item 5. Other Events and Regulation FD Disclosure The following table sets forth the consolidated ratios of earnings to fixed charges of Legg Mason, Inc. (the "Company") for the fiscal years indicated. Years ended March 31, 2001 2000 1999 1998 1997 2.3 2.7 2.4 2.5 2.8 The ratios of earnings to fixed charges were computed by dividing the sum of the Company's earnings before income taxes plus fixed charges by fixed charges. Fixed charges consist of all interest and one-third of the Company's rent expense (considered representative of the interest factor). As of the date hereof, the Company has no relevant shares of preferred stock outstanding. Attached hereto as Exhibit 12, and incorporated by reference herein, is a table setting forth the computation of the Company's consolidated ratios of earnings to fixed charges. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 12 Computation of Consolidated Ratios of Earnings to Fixed Charges. 3 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: June 26, 2001 By: /s/ Robert F. Price Robert F. Price Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit 12 Computation of Consolidated Ratios of Earnings to Fixed Charges Exhibit 12 Legg Mason, Inc. Computation of Consolidated Ratios of Earnings to Fixed Charges (dollars in thousands) Years ended March 31, . 2001 2000 1999 1998 1997 Earnings before income taxes $265,820 $254,438 $156,811 $127,565 $95,798 Fixed charges: Interest expense 175,389 134,383 94,974 73,776 43,388 Portion of rental expense representative of interest factor* 22,315 17,312 14,457 12,823 10,017 Earnings available for fixed charges $463,524 $406,133 $266,242 $214,164 $149,203 Fixed charges: Interest expense $175,389 $134,383 $94,974 $73,776 $43,388 Portion of rental expense representative of interest factor* 22,315 17,312 14,457 12,823 10,017 Total fixed charges $197,704 $151,695 $109,431 $86,599 $53,405 Consolidated ratio of earnings to fixed charges 2.3 2.7 2.4 2.5 2.8 * The portion of rental expense representative of interest factor is calculated as one-third of the total of Rent, DP Service Bureau, and Equipment Rental expenses.