-----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, HBNDVAXuiwqHV5ExxizedXWLXGgYt4zfDzoLD11tcbBFbhrn9aFUor34aIUdTCYB uVNaz6fgAJmwy0r3EAOGSw== 0001209191-09-057726.txt : 20091217 0001209191-09-057726.hdr.sgml : 20091217 20091217171908 ACCESSION NUMBER: 0001209191-09-057726 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091215 FILED AS OF DATE: 20091217 DATE AS OF CHANGE: 20091217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PELTZ NELSON CENTRAL INDEX KEY: 0000928265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08529 FILM NUMBER: 091247948 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: NELSON PELTZ DATE OF NAME CHANGE: 19940810 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON INC CENTRAL INDEX KEY: 0000704051 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 521200960 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105390000 MAIL ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trian Fund Management, L.P. CENTRAL INDEX KEY: 0001345471 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08529 FILM NUMBER: 091247947 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-12-15 0 0000704051 LEGG MASON INC LM 0000928265 PELTZ NELSON 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 0 0 0 0001345471 Trian Fund Management, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 0 0 0 1 less than 10% owner Common Stock, $.10 par value 2009-12-15 4 P 0 217000 28.0351 A 7168214 I Please see explanation below Common Stock, $.10 par value 2009-12-16 4 P 0 500000 28.6154 A 7668214 I Please see explanation below Put-Call Option (right and obligation to buy) 28.0651 2009-12-15 4 J 0 325500 0.00 A 2009-12-15 2011-06-15 Common Stock, $.10 par value 325500 325500 I Please see explanation The price shown in Column 4 of Table I is a weighted average purchase price. The price range for the purchases is $27.91 to $28.10. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian SPV (SUB) V, L.P. ("Trian SPV" and collectively, the "Trian Entities"). (FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore, Trian Offshore and Trian SPV. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Mr. Peltz is a member of Trian Management GP, Trian GP LLC and Parallel Fund I GP, LLC (the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by the Trian Entities. (FN 3 contd.) Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities and the Trian Entities. Mr. Peltz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer. The price shown in Column 4 of Table I is a weighted average purchase price. The price range for the purchases is $28.48 to $28.70. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. On December 15, 2009, one of the Trian Entities entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which it acquired an economic interest in the indicated shares. (FN 6, contd.) Simultaneously with the purchase of each call option, it also sold a put option to the counterparty for the same number of shares pursuant to which , if on June 15, 2011 the exercise price per share of the call option were greater than the closing price of the shares on June 15, 2011, (the "Closing Price"), the counterparty would be entitled to cause it, at their election, either to (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz 2009-12-17 Edward P. Garden, member of the general partner of Trian Fund Management, L.P. 2009-12-17 EX-24.4_309178 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that Nelson Peltz ("Principal") hereby constitutes and appoints each of Brian L. Schorr, Stuart I. Rosen and David I. Mosse, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) complete and execute for and on behalf of the undersigned, in the undersigned's capacity as (i) a director, and/or (ii) a 10% shareholder of Legg Mason, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with the Securities Act of 1933 and the rules thereunder; and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney. CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the "principal," you give the person whom you choose (your "agent") authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. "Important Information for the Agent" at the end of this document describes your agent's responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a "Health Care Proxy" to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you. This Power of Attorney shall remain in full force and effect until Principal is no longer required to file Forms 3, 4, and 5 with respect to Principal's holdings of and transactions in securities issued by the Company, unless earlier revoked by Principal in a signed writing delivered to any of the foregoing attorneys-in-fact. This Power of Attorney does not revoke or replace any other power of attorney that Principal has previously granted. IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must: (1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest; (2) avoid conflicts that would impair your ability to act in the principal's best interest; (3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law; (4) keep a record or all receipts, payments, and transactions conducted for the principal; and (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name). You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice. Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation. IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the dated specified below. By: /s/NELSON PELTZ ---------------------- Nelson Peltz Date: November 4, 2009 State of New York ) ) ss.: County of New York ) On the 4th day of November in the year 2009 before me, the undersigned, personally appeared Nelson Peltz, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. JANE A. SINGLETARY (Signature and office of individual taking acknowledgment.) JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 6/29/2010 By: /s/BRIAN L. SCHORR ---------------------- Brian L. Schorr Date: November 4, 2009 State of New York ) )ss.: County of New York ) On the 4th day of November in the year 2009 before me, the undersigned, personally appeared Brian L. Schorr , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. JANE A. SINGLETARY (Signature and office of individual taking acknowledgment.) JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 6/29/2010 By: /s/STUART I. ROSEN ---------------------- Stuart I. Rosen Date: November 4, 2009 State of New York ) )ss.: County of New York ) On the 4th day of November in the year 2009 before me, the undersigned, personally appeared Stuart I. Rosen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. JANE A. SINGLETARY (Signature and office of individual taking acknowledgment.) JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 6/29/2010 By: /s/DAVID I. MOSSE ---------------------- David I. Mosse Date: November 4, 2009 State of New York ) )ss.: County of New York ) On the 4th day of November in the year 2009 before me, the undersigned, personally appeared David I. Mosse, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. JANE A. SINGLETARY (Signature and office of individual taking acknowledgment.) JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 6/29/2010 -----END PRIVACY-ENHANCED MESSAGE-----