-----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, NjS9A2eBMU+hufIHOXICMXNLfi2TvSWWISNW2NGXIPXnTDJ9SbRxHw9o/JmqY/tf SeAVNcs7Mu7QzcaDn/cHfQ== 0001006199-99-000059.txt : 19991117 0001006199-99-000059.hdr.sgml : 19991117 ACCESSION NUMBER: 0001006199-99-000059 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991115 EFFECTIVENESS DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE ASSOCIATES INC /MD/ CENTRAL INDEX KEY: 0000080255 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 520556948 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-90967 FILM NUMBER: 99755916 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 345- MAIL ADDRESS: STREET 1: P.O. BOX 89000 CITY: BALTIMORE STATE: MD ZIP: 21289 S-8 1 T. ROWE PRICE FORM S-8 As filed with the Securities and Exchange Commission on November 15, 1999 Registration No. _________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 T. ROWE PRICE ASSOCIATES, INC. (Exact name of registrant as specified in its charter) Maryland 52-0556948 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 100 East Pratt Street Baltimore, Maryland 21202 (Address of principal executive offices) (Zip Code) T. ROWE PRICE ASSOCIATES, INC. 1998 DIRECTOR STOCK OPTION PLAN (Full title of plan) (Name, address and telephone number of agent for service) (Copy to:) George A. Roche Robert W. Smith, Jr., Esquire T. Rowe Price Associates, Inc. Piper Marbury Rudnick & Wolfe L.L.P. 100 East Pratt Street 36 South Charles Street Baltimore, Maryland 21202 Baltimore, Maryland 21201 (410) 345-2099 (410) 539-2530
CALCULATION OF REGISTRATION FEE =================================================================================================================== Proposed Proposed Amount Maximum Maximum Amount of to be Offering Aggregate Registration Title of Securities to be Registered Registered Price Per Unit(2) Offering Price(2) Fee - ------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------=================== Common Stock (par value $0.20 400,000(1) $35.94 $14,376,000 $3,997 per share) ===================================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of T. Rowe Price Associates, Inc. Common Stock reported on the Nasdaq National Market on November 11, 1999 (i.e., $35.94). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I, to the extent applicable, is included in documents sent or given to the participants in the T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan pursuant to Rule 428 under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been filed by T. Rowe Price Associates, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") and are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1998, and Quarterly Reports on Forms 10-Q for the quarters ended March 31 1999, June 30, 1999 and September 30, 1999; (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since December 31, 1998; and (c) Description of Common Stock of the Company contained or incorporated in the registration statements filed by the Company under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Item 4. Description of Securities. Not applicable because the class of securities to be offered is registered under Section 12 of the Securities Exchange. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. Directors and officers of the Company are indemnified to the full extent provided by Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, and under Article Eighth, Section 7 of the Company's Charter. As permitted under Subsection (k) of Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, the Company has purchased and maintains insurance on behalf of its directors and officers against any liability asserted against such directors and officers in their capacities as such whether or not the Company would have the power to indemnify such persons under the provisions of the Maryland law governing indemnification. As permitted by Maryland law, Article Eighth, Section 8 of the Company's Charter limits the monetary liability of the Company's directors and officers to the Company and its stockholders to the maximum extent permitted by Maryland law in effect from time to time. Section 8 of Article Eighth provides as follows: Section 8. To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan (incorporated by reference from the Company's definitive proxy statement for the annual meeting of the stockholders held on April 16, 1998) 4.2 Form of Non-Qualified Stock Option Agreement 5.0 Opinion of Piper Marbury Rudnick & Wolfe L.L.P., as to the legality of the securities being offered (includes Consent of Counsel) 23.1 Consent of Piper Marbury Rudnick & Wolfe L.L.P. (included in the opinion filed as Exhibit 5.0 to this Registration Statement) 23.2 Consent of Independent Accountants 24.0 Powers of Attorney Item 9. Undertakings. The undersigned Company 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; (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 this 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. Paragraphs (l)(i) and (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, 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. The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 10th day of November, 1999. T. ROWE PRICE ASSOCIATES, INC. By: /s/ George A. Roche ---------------------------- George A. Roche Chairman of the Board of Directors, President and Managing Director Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- Principal Executive Officer: /s/ George A. Roche Chairman of the Board of Directors, November 10, 1999 - ----------------------------- President and Managing Director George A. Roche Principal Financial and Accounting Officer: /s/ Alvin M. Younger, Jr. Managing Director, Chief Financial Officer, November 10, 1999 - ----------------------------- Treasurer and Secretary Alvin M. Younger, Jr. A Majority of the Board of Directors: James E. Halbkat, Jr., Donald B. Hebb, Jr., Henry H. Hopkins, James A.C. Kennedy, John H. Laporte, Richard L. Menschel, William T. Reynolds, James S. Riepe, George A. Roche, Brian C. Rogers, Robert L. Strickland, M. David Testa, Philip C. Walsh and Anne Marie Whittemore By: /s/ George A. Roche For himself and as Attorney-in-Fact November 10, 1999 ------------------------ George A. Roche
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE 4.1 T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan N/A (incorporated by reference from the Company's definitive proxy statement for the annual meeting of the stockholders held on April 16, 1998) 4.2 Form of Non-Qualified Stock Option Agreement 7 5.0 Opinion of Piper Marbury Rudnick & Wolfe L.L.P., as to the legality of 12 the securities being offered (includes Consent of Counsel) 23.1 Consent of Piper Marbury Rudnick & Wolfe L.L.P. (included in the 12 opinion filed as Exhibit 5.0 to this Registration Statement) 23.2 Consent of Independent Accountants 13 24.0 Powers of Attorney 14
EX-4 2 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT EXHIBIT 4.2 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT T. ROWE PRICE ASSOCIATES, INC. DIRECTOR STOCK OPTION PLANS STATEMENT OF ADDITIONAL TERMS AND CONDITIONS REGARDING OPTION GRANTS (INDEPENDENT DIRECTORS) Effective ___________ -------------------- This Statement of Additional Terms and Conditions Regarding Option Grants (the "Terms") shall be delivered with the "Notice of Grant of Stock Options and Option Agreement" (the "Award Notice") which shall detail the specifics of the applicable option award (the "Option"). Upon execution of the Award Notice by the Director and by an authorized officer or agent of the Corporation, there shall be created a binding and enforceable contract (the "Agreement") providing for the issuance of the options subject to the terms and conditions of the Grant Notice and the Terms. 1. Grant of Option. Subject to the Terms, the Company has granted to the person identified in the Award Notice attached hereto (the "Optionee") commencing on the Issuance Date set forth in the Award Notice and ending on the Expiration Date of the option set forth on the Award Notice (the "Option Period"), the option to purchase from the Company at the option price set forth in the Award Notice up to but not exceeding in the aggregate number of shares of the Company's Common Stock set forth under the caption "Shares" in the Award Notice. 2. Exercise of Option. (a) The shares of stock subject to this Option shall become exercisable in full on ____________. (b) No less than 50 shares of Common Stock may be purchased upon any one exercise of the option granted hereby unless the number of shares purchased at such time is the total number of shares in respect of which the option granted hereby is then exercisable. (c) In no event shall any option granted hereby be exercisable for a fractional share. 3. Method of Exercising Option and Payment of Option Price. (a) The Option shall be exercised by the Optionee delivering to the Secretary of the Company, from time to time, on any business day (the "Exercise Date"), written notice specifying the number of shares the Optionee then desires to purchase (the "Notice"), and either (i) cash, certified check, bank draft or postal or express money order to the order of the Company for an amount in United States dollars equal to the option price for the number of shares specified in the Notice (the "Total Option Price"), such payment to be delivered with the Notice, (ii) shares of Common Stock of the Company with a value (determined in accordance with paragraph 3(c)) equal to or less than the Total Option Price plus cash, certified check, bank draft or postal or express money order to the order of the Company for an amount in United States dollars equal to the amount, if any, by which the Total Option Price exceeds the value of such shares of the Company's stock (determined in accordance with paragraph 3(c)), or (iii) through such other means, acceptable to the Board of Directors in its sole discretion, as may be provided by an independent third party to facilitate exercise or payment. Such Company's stock and cash shall be delivered to the Secretary of the Company not later than the end of the first business day after the Exercise Date. In the case of payment in shares, such payment shall be made by delivery of the necessary share certificates, with executed stock powers attached, or transfer instructions, in the case of shares held in street name by a bank, broker, or other nominee, to the Secretary of the Company. (b) Within five business days after the Exercise Date, the Company shall, subject to the receipt of withholding tax to the extent required by the Company, issue to the Optionee the number of shares with respect to which such option shall be so exercised, and shall deliver to the Optionee a certificate or certificates therefor or shall make such transfer to a bank, broker or nominee as designated by the Optionee. (c) For purposes of paragraph 3(a), the value of shares of Common Stock tendered to exercise an option shall be the last reported sales price of such shares on the Nasdaq National Market System on the Exercise Date, or, if the Common Stock is not quoted on the Nasdaq National Market System, the mean between the closing bid and asked prices of such shares on the Nasdaq System on the Exercise Date, or, if the foregoing are inapplicable, as otherwise determined by the Board of Directors. (d) Until further action by the Board of Directors suspending or limiting the issuance of replenishment options (as herein referred to), in the event that Optionee exercises all or any part of this option through the surrender of shares of Common Stock in full or partial payment of the exercise price hereunder, the Optionee automatically will receive an option (a "replenishment option") to purchase a number of shares equal to the number of shares surrendered priced at the closing price of the Company's Common Stock on the date of exercise and exercisable in full until the date of termination provided for in Section 5 hereof. Upon the exercise of a replenishment option with stock, the Optionee will not become entitled to receive an additional replenishment option. (e) In the sole discretion of the Board of Directors, the Company may in lieu of requiring the exercise of an option and the payment of the Total Option Price, authorize the payment of cash to the Optionee in an amount equal to the market value of shares of Common Stock subject to an option less the option price in exchange for the cancellation of the option. 4. Exercisability Upon the Occurrence of Certain Events. (a) Notwithstanding any provisions limiting exercisability in whole or in part, and unless the Board of Directors shall have otherwise determined (within the limits specified in the last sentence of this paragraph) to revoke or to limit, in its sole and conclusive discretion, the acceleration provided for herein, the following shall apply: Stock options ("options") and stock appreciation rights, if any, ("rights") granted to the Optionee by the Company pursuant to this Agreement will be exercisable in full for a period of one year (i) following the Effective Date (as hereinafter defined) or (ii) commencing on the date (the "Approval Date") of the approval of the Company's Board of Directors of an agreement providing for a merger, consolidation, sale or disposition of all or substantially all of the assets of the Company, or other form of extraordinary business combination as a result of the consummation of which stockholders of the Company immediately before Approval Date will own less than a majority of the outstanding voting stock of the resulting organization. After the expiration of any such one year period, the options and rights shall remain exercisable only to the extent, if any, provided in the applicable option or rights agreement without taking into consideration the effect of this paragraph. The Board of Directors' discretion to revoke or limit the acceleration contemplated by this paragraph may be exercised at any time before or within 20 business days after the Effective Date or the Approval Date referred to in the foregoing clauses (i) or (ii). In the event the Approval Date and an Effective Date arise from substantially identical facts and circumstances (as determined by the Board of Directors in its sole discretion) and unless the Board of Directors shall have determined to limit the effect of this sentence, such one year period (and the 20 day period referred to in the immediately preceding sentence) shall commence only once and upon the first to occur of the Approval Date or the Effective Date. (b) For purposes of the foregoing paragraph, the following terms have the meanings indicated: (i) "Effective Date" shall mean the date on which a "Change of Control" as hereinafter defined occurs. Anything in these Terms to the contrary notwithstanding, if a Change of Control occurs, and if the Optionee's employment with the Company had terminated prior to the date on which the Change of Control occurred, and if it is reasonably demonstrated by the Optionee that such termination of employment either was at the request of a third party who had taken steps reasonably calculated to effect the Change of Control or otherwise arose in connection with or in anticipation of the Change of Control, then, for all purposes of this Agreement, the term "Effective Date" shall mean the date immediately prior to the date of such termination of employment. (ii) A "Change of Control" shall be deemed to have taken place on the date of the earlier to occur of either of the following events: a) a third party, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of 25% or more of the Company's outstanding Common Stock, or b) as the result of, or in connection with, any cash tender or exchange offer, merge, consolidation or other business combination, sale or disposition of all or substantially all of the Company's assets, or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company immediately before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company or the persons who were stockholders of the Company immediately before the Transaction shall cease to own at least a majority of the outstanding voting stock of the Company or any successor to the Company. 5. Termination. The option granted hereby shall terminate and be of no force or effect upon the first occurrence of any one of the following events: (a) The expiration date set forth in the Award Notice; or (b) Five years after the date the Optionee ceases to be a director of the Company for any reason, during which period any installments which first become exercisable may thereafter be exercisable. 6. Optionee. Whenever the word "Optionee" is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the estate, personal representative, or beneficiary to whom this option may be transferred by will, by the laws of descent and distribution or otherwise pursuant to the terms of this Agreement, it shall be deemed to include such person. 7. Assignability. This option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable during the Optionee's lifetime only by the Optionee except that with the consent of the Board of Directors, an option may be transferred to a family member or a trust, partnership or the like for the benefit of Optionee or such family member. No assignment or transfer of this option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any attempt to assign or transfer this option the same shall terminate and be of no force or effect. 8. The Company's Rights. The existence of this option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise. 9. Recapitalization. The shares with respect to which this option is granted are shares of the Common Stock of the Company as constituted on the date of this Agreement, but if, and whenever, prior to the delivery by the Company of all of the shares of Common Stock with respect to which this option is granted, the Company shall effect a subdivision or consolidation of shares, or other capital readjustment, or the payment of a stock dividend, or other increase or decrease in the number of shares of Common Stock outstanding, without receiving compensation therefor in money, services or property, then (a) in the event of any increase in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to option hereunder shall be proportionately increased (except that any fraction of a share resulting from any such adjustment shall be excluded from the operation of this Agreement), and the cash consideration payable per share shall be proportionately reduced, and (b) in the event of a reduction in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to option hereunder shall be proportionately reduced (except that any fractional share resulting from any such adjustment shall be excluded from the operation of this Agreement), and the cash consideration payable per share shall be proportionately increased. 10. Merger and Consolidation. After a merger of one or more corporations into the Company, or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving or resulting corporation, the Optionee shall, at no additional cost, be entitled upon any exercise of this option, to receive (subject to any required action by stockholders) in lieu of the number of shares as to which this option shall then be so exercised, the number and class of shares of stock or other securities to which the Optionee would have been entitled pursuant to the terms of the agreement of merger or consolidation, if, immediately prior to such merger or consolidation, the Optionee had been the holder of record of a number of shares of Common Stock of the Company equal to the number of shares as to which such option shall be so exercised; provided, that anything herein contained to the contrary notwithstanding, upon the dissolution or liquidation of the Company, or upon any merger or consolidation, in which the Company is not the surviving or resulting corporation, this option shall terminate and be of no force or effect, except to the extent that such surviving or resulting corporation may issue a substituted option. 11. Preemption of Applicable Laws or Regulations. Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issue of shares to the Optionee, any law, regulation or requirements of any governmental authority having jurisdiction in the premises shall require either the Company or the Optionee to take any action in connection with the shares then to be issued, the issue of such shares shall be deferred until such action shall have been taken. 12. Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to, this Agreement shall be determined by the Board of Directors in its absolute and uncontrolled discretion, and any such determination or any other determination by the Board of Directors under or pursuant to this Agreement and any interpretation by the Board of Directors of the terms of this Agreement, shall be final, binding and conclusive on all persons affected thereby. 13. Notice. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed as follows: to the Secretary of the Company, or to the Company (attention of the Secretary), at 100 East Pratt Street, Baltimore, Maryland 21202, or at such other address as the Company, by notice to the Optionee, may designate in writing from time to time to the Optionee at the Optionee's address as shown on the records of the Company, or at such other address as the Optionee, by notice to the Secretary of the Company, may designate in writing from time to time. 14. Construction. This Agreement has been entered into in accordance with the terms of the Plan and wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. 15. The option created by this Agreement shall not be treated as an incentive stock option. EX-5 3 OPINION OF PIPER MARBURY RUDNICK & WOLFE LLP EXHIBIT 5.0 Piper Marbury Rudnick & Wolfe LLP 36 South Charles Street Baltimore, Maryland 21201-3018 www.piperrudnick.com PHONE (410) 539-2530 FAX (410) 539-0489 November 15, 1999 T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to T. Rowe Price Associates, Inc., a Maryland corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") registering 400,000 shares of common stock of the Company, par value $0.20 per share (the "Plan Shares"), issuable pursuant to the exercise of stock options granted under the T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan (the "Plan"). In that capacity, we have examined copies of the charter and by-laws of the Company, the Plan, the proceedings of the Company's Board of Directors relating to the reservation and issuance of the Plan Shares to be issued pursuant to exercise of the options granted under the Plan, and such other statutes, certificates, instruments and documents relating to the Company and matters of law as we have deemed necessary to the issuance of this opinion. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. We assume that the Company will have at the time of issuance of any Plan Shares at least that number of authorized but unissued shares of common stock of the Company equal to the number of shares to be issued pursuant to exercise of the options granted under the Plan. Based upon the foregoing, we are of the opinion that the issuance of the Plan Shares pursuant to exercise of the options granted under the Plan has been duly authorized and, when issued, delivered and paid for in accordance with the terms and conditions of the Plan and the options granted thereunder, the Plan Shares will be validly issued, fully paid and non-assessable. The opinions set forth herein are limited to matters governed by the laws of the State of Maryland and the Federal Laws of the United States of America, and we express no opinion as to any other laws. We hereby consent to the filing of this opinion as Exhibit 5.0 to the Registration Statement. Very truly yours, /s/ Piper Marbury Rudnick & Wolfe LLP EX-23.2 4 CONSENTS OF IPRICEWATERHOUSE COOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8, pertaining to the T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan, of our report dated January 26, 1999, appearing on page 22 of the T. Rowe Price Associates, Inc. Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP ------------------------------ Baltimore, Maryland November 11, 1999 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 T. ROWE PRICE ASSOCIATES, INC. POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of T. Rowe Price Associates, Inc., a Maryland corporation, constitute and appoint George A. Roche and Alvin M. Younger, Jr., or either of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned in their respective names as directors and officers of T. Rowe Price Associates, Inc., a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any amendment or supplement to such registration statement relating to the sale of common stock under the T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan. We hereby confirm all acts taken by such agents and attorneys-in-fact, or either of them, as herein authorized. Dated: November 10, 1999 /s/ George A. Roche ---------------------------- George A. Roche, Principal Executive Officer and Director /s/ Alvin M. Younger, Jr. --------------------------- Alvin M. Younger, Jr., Principal Financial and Accounting Officer DIRECTORS: /s/ James E. Halbkat, Jr. ---------------------------- James E. Halbkat, Jr. /s/ Henry H. Hopkins ---------------------------- Henry H. Hopkins /s/ James A.C. Kennedy ---------------------------- James A.C. Kennedy /s/ John H. Laporte ---------------------------- John H. Laporte /s/ Donald B. Hebb, Jr. ---------------------------- Donald B. Hebb, Jr. /s/ Richard L. Menschel ---------------------------- Richard L. Menschel /s/ William T. Reynolds ---------------------------- William T. Reynolds /s/ James S. Riepe ---------------------------- James S. Riepe /s/ Brian C. Rogers ---------------------------- Brian C. Rogers /s/ Robert L. Strickland ---------------------------- Robert L. Strickland /s/ M. David Testa ---------------------------- M. David Testa /s/ Philip C. Walsh ---------------------------- Philip C. Walsh /s/ Anne Marie Whittemore ---------------------------- Anne Marie Whittemore -----END PRIVACY-ENHANCED MESSAGE-----