SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): SEPTEMBER 5, 2002
T. ROWE PRICE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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MARYLAND 000-32191 52-2264646
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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100 EAST PRATT STREET, BALTIMORE, MARYLAND 21202
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (410) 345-2000
ITEM 5. OTHER EVENTS.
On September 5, 2002, the Board of Directors of T. Rowe Price Group,
Inc. ("Price Group") unanimously adopted amended and restated by-laws. The
amended and restated by-laws change the notice provisions for proposals by
stockholders concerning business to be transacted at future Price Group annual
stockholder meetings.
STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
If a stockholder wants to present a proposal at the 2003 annual meeting
and have the proposal included in the Price Group proxy statement and proxy, the
stockholder must deliver the proposal to Price Group at its principal executive
offices by November 4, 2002 and otherwise comply with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended.
If a stockholder wants to present a proposal at the 2003 annual
meeting, but does not want the proposal to be included in the Price Group proxy
statement and proxy, the stockholder must deliver the proposal to Price Group at
its principal executive offices between December 13, 2002 and January 12, 2003.
Any such proposal not received within this time period will be considered
"untimely." Untimely proposals may be excluded from consideration at the 2003
annual meeting and, if such proposals are brought before the meeting, proxies
solicited by the Board of Directors for the meeting may confer discretionary
authority to vote on any such untimely proposal without express direction from
stockholders giving such proxies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibit Description
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3(ii) Amended and Restated By-Laws of T. Rowe Price Group,
Inc.
[Signature on following page.]
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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.
T. ROWE PRICE GROUP, INC.
/s/ George A. Roche
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Name: George A. Roche
Title: Chairman and President
Date: October 3, 2002
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EXHIBIT INDEX
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Exhibit Description
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3(ii) Amended and Restated By-Laws of T. Rowe Price Group, Inc.
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