As filed with the Securities and Exchange Commission on October 13, 1994
Registration No. 33-55725
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------------
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
----------------------------
<TABLE>
<S> <C> <C>
Missouri No. 1--Leggett Road 44-0324630
(State or other jurisdiction of Carthage, Missouri 64836 (I.R.S. Employer
incorporation or organization) (417) 358-8131 Identification No.)
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
----------------------------------------------
</TABLE>
John A. Lyckman
Assistant General Counsel
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From
time to time after this Registration Statement becomes effective
on dates, at times and on terms not currently determined.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ____
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. _____
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Prospectus
419,867 Shares
LEGGETT & PLATT, INCORPORATED
Common Stock
(and Preferred Stock Purchase Rights attached to the Common Stock)
The shares of Common Stock, $.01 par value, (the "Common Stock") of
Leggett & Platt, Incorporated, a Missouri corporation (the "Company")
offered hereby (the "Shares") are being sold for the account of and by
the persons named under the caption "Selling Shareholders." The
Selling Shareholders have advised the Company that these Shares may be
sold from time to time in transactions on the New York Stock Exchange
or Pacific Stock Exchange or in negotiated transactions, in each case
at prices satisfactory to the Seller. (See "Plan of Distribution.")
The Company will receive no part of the proceeds from the sale of
the Shares. The Selling Shareholders will pay all applicable stock
transfer taxes, transfer fees and brokerage commissions, and related
fees and expenses, but the Company will bear the cost of preparing
the Registration Statement and Prospectus and all filing, legal and
accounting fees incurred in connection with registration of the Shares
under the federal securities laws.
The Common Stock is listed on the New York Stock Exchange and Pacific
Stock Exchange (symbol: LEG). On September 27, 1994 the average of
the high and low prices of the Common Stock on the New York Stock
Exchange, Composite Transactions was $34.4375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained or
incorporated by reference in this Prospectus and, if given or made,
such other information or representation must not be relied upon as
having been authorized by the Company, any Selling Shareholder or any
other person. Neither the delivery of this Prospectus nor any sale
made herein shall, under the circumstances, create any implication
that there has been no change in the affairs of the Company since the
date hereof. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy the securities offered hereby to any
person or by anyone in any jurisdiction in which such offer or
solicitation may not lawfully be made.
The date of this Prospectus is October 12, 1994
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the "
Commission"). Such reports, proxy statements and other information
can be inspected and copied at the offices of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's Regional Offices at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; 75 Park
Place, 14th Floor, New York, New York 10007; and 5757 Wilshire Blvd.,
Suite 500 East, Los Angeles, California 90036-3648. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Reports, proxy statements and other information
concerning the Company can be inspected and copied at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New York and
at the office of the Pacific Stock Exchange Incorporated, Listings
Department, 115 Sansone Street, Suite 1104, San Francisco, California
94104. This Prospectus does not contain all the information set forth
in the Registration Statement filed by the Company with respect to the
offering made hereby. Copies of such Registration Statement are
available from the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been previously filed by the Company
with the Commission and are incorporated by reference into this
Prospectus:
(1) Annual Report on Form 10-K for the year ended December 31, 1993.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994.
(3) The description of the Company's common stock contained in Form
8-A dated June 5, 1979, including any amendments or reports filed
for the purpose of updating such description.
(4) The description of the Company's Preferred Stock Purchase Rights
contained in Form 8-A dated February 15, 1989, including any
amendments or reports filed for the purpose of updating
such description.
All reports and definitive proxy statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination
of the offering to be made hereunder shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the
date of filing such documents, except that in no event shall any
information included in any such document in response to item 402(i),
(k) or (l) of Regulation S-K be deemed to constitute a part of this
Prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents
incorporated herein or in the Registration Statement by reference
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). All
requests for such information should be directed to the Company's
executive offices at No. 1 Leggett Road, Carthage, Missouri 64836,
Attention: Investor Relations, (417) 358-8131.
THE COMPANY
The Company was incorporated in 1901 as the successor to a partnership
formed in 1883 at Carthage, Missouri. That partnership was a pioneer
in the manufacture and sale of steel coil bedsprings. Products
produced and sold for the furnishings industry constitute the largest
portion of the Company's business. These include primarily components
used by companies making furniture and bedding for homes, offices and
institutions. Also in the furnishings area, the Company produces and
sells some finished furniture and carpet cushioning materials. In
addition, a group of diversified products is produced and sold. The
Company believes it is the largest producer of a diverse range of
furniture and bedding components in the United States.
The Company's principal executive offices are located at No. 1--Leggett
Road, Carthage, Missouri 64836, telephone (417) 358-8131. Unless
otherwise indicated the term "Company" includes Leggett & Platt,
Incorporated and its majority-owned subsidiaries.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following information has been provided to the Company by TI
Partners, L.P., Nick T. Encke and GKB LBO, L.P., including the number
of shares of Common Stock beneficially owned by the Selling
Shareholders and the number of shares of the Common Stock being
offered for the account of Selling Shareholders pursuant to this
Prospectus.
As a result of the merger (the "Merger") of L&P Wire Rack Acquisition
Company, a wholly owned subsidiary of the Company, into TI, Inc.
("TI"), a Missouri corporation, TI became a wholly owned subsidiary of
the Company. The sole shareholders of TI, Nick T. Encke and TI
Partners, L.P., received the restricted shares of Common Stock set out
below under "Original Shareholders" pursuant to the terms of the
Merger. Subsequent to the Merger TI Partners, L.P. dissolved and
distributed its 387,264 restricted shares of Common stock to its
general and limited partners listed as "TI Partners, L.P.'s
Distributees" below. Subsequent to this distribution GKB LBO, L.P.,
one of the limited partners of TI Partners, L.P., distributed the
27,216 restricted shares of Common Stock distributed to it to the
general and limited partners of GKB LBO, L.P. listed under "GKB LBO,
L.P.'s Distributees" below.
<TABLE>
ORIGINAL SHAREHOLDERS
- ---------------------
<S> <C> <C> <C>
Shares to Be Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholder Prior to Offering Hereby This Offering
- ------------------- ------------------ -------------- -------------------
TI Partners, L.P. 387,264 387,264(1) -0-
Nick T. Encke 32,603 32,603 -0-
------- -------- ----
TOTAL 419,867 419,867 -0-
------- -------- ----
------- -------- ----
TI PARTNERS, L.P.'S DISTRIBUTEES
- --------------------------------
Shares to Be Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholder Prior to Offering Hereby This Offering
- ------------------- ------------------ -------------- -------------------
Talbco, Inc. (General Partner) 158,760 158,760 -0-
William D. Thomas 55,818 55,818 -0-
GKB LBO, L.P. 27,216 27,216(2) -0-
Samuel M. Davidson
and Pamela C.
Davidson, JTWROS 2,268 2,268 -0-
J. Peter Gattermeir,
Trustee, J. Peter
Gattermeir Rev Trust
U/A Dtd 11/12/90 2,268 2,268 -0-
Fred A. Gollier 2,268 2,268 -0-
Dennis Hudson and
Carol K. Hudson, JTWROS 2,268 2,268 -0-
Lambert Lynn Marshall 1,134 1,134 -0-
Gary R. Smith 2,268 2,268 -0-
Nick T. Encke 30,911 30,911 -0-
Nick T. and Nancy
Encke, JTWROS 1,260 1,260 -0-
Jerral and Geri H.
Downs, JTWROS 2,520 2,520 -0-
Thomas H. and Patricia
Anne Fimmen, JTWROS 1,512 1,512 -0-
Bob and Roberta A.
Fairchild, JTWROS 3,629 3,629 -0-
Michael R. Howley 504 504 -0-
Richard R. and Karen L.
Wilson, JTWROS 4,183 4,183 -0-
William B. and Carlene
Hunter, JTWROS 1,008 1,008 -0-
Fred C. and Dorene
Jansen, JTWROS 15,171 15,171 -0-
Robert E. and Gayle
Kelley, JTWROS 1,260 1,260 -0-
Edward A. and Judy
M. Puzder, JTWROS 1,260 1,260 -0-
Jeffrey M. Talbot 6,539 6,539 -0-
Sulyn Talbot 6,539 6,539 -0-
Richard A. Bloch and
Annette M. Bloch,
TR U/A DTD 10/16/82
R.A. Bloch Supplmtry Trust 4,536 4,536 -0-
T. E. Branscum and
Helen D. Branscum, JTWROS 4,536 4,536 -0-
Marshall H. Dean 2,268 2,268 -0-
William L. Frick 2,268 2,268 -0-
Thomas P. Garretson 2,268 2,268 -0-
Robert W. Hatch 2,268 2,268 -0-
W. Jackson Letts 2,268 2,268 -0-
Lee R. Lyon 4,536 4,536 -0-
Michael E. Mahoney 2,268 2,268 -0-
Milstep Limited 4,536 4,536 -0-
JoAnn F. Ozley, Trustee or
her Successor in Trust,
Under Trust Agreement
dated December 17, 1991, as
amended 2,268 2,268 -0-
Marvin Rich 2,268 2,268 -0-
Randolph K. Rolf, Trustee,
Randolph K. Rolf Trust 2,268 2,268 -0-
Commerce Bank of Kansas
City, N.A. as Custodian
for Lester Siegel Trust
Custody #1 2,268 2,268 -0-
Commerce Bank of Kansas
City, N.A. as Custodian
for Lester Siegel Trust
Custody #2 2,268 2,268 -0-
Dykoh Enterprises 2,268 2,268 -0-
Boatmen's First National
Bank of Kansas City,
Custodian of the
Thomas W. Van Dyke IRA 2,268 2,268 -0-
Robert K. Weary 2,268 2,268 -0-
John L. Wempe 4,536 4,536 -0-
Wolcott & Lincoln, Inc. 2,268 2,268 -0-
------ -------- ---
TOTAL 387,264 387,264 -0-
------- -------- ---
------- -------- ---
GKB, LBO, L.P.'S DISTRIBUTEES
- -----------------------------
Shares to Be Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholder Prior to Offering Hereby This Offering
- ------------------- ------------------ -------------- -------------------
GKB Group, Inc. 3,551 3,551 -0-
G. Kenneth Baum 1,781 1,781 -0-
J. Peter Gattermeir 1,781 1,781 -0-
L. Lynn Marshall 1,781 1,781 -0-
Gary R. Smith 1,781 1,781 -0-
William D. Thomas 1,781 1,781 -0-
William H. Coughlin 1,278 1,278 -0-
Eugene C. Dreyer 1,278 1,278 -0-
Dennis Hudson 1,246 1,246 -0-
Donald L. Roberts 1,076 1,076 -0-
Samuel C. Freitag 1,045 1,045 -0-
Craig L. Beach 976 976 -0-
Samuel M. Davidson 891 891 -0-
Frederick A. Gollier 891 891 -0-
Joseph C. Vawter 743 743 -0-
Steven L. Walter 589 589 -0-
Joseph M. Crowe, Jr. 534 534 -0-
David A. Wright 503 503 -0-
Richard A. Fontaine 434 434 -0-
George H. Calhoun 411 411 -0-
Roger S. Edgar 356 356 -0-
David A. Anderson 333 333 -0-
Sharon J. Lew 333 333 -0-
Thomas M. Rose 333 333 -0-
Ellen S. Holmes 310 310 -0-
Nicholas J. Quatrochi 279 279 -0-
Donald R. McDonald 256 256 -0-
Scott E. Smith 255 255 -0-
John J. Williams 255 255 -0-
Jane C. Quigley 155 155 -0-
------- ------ ---
TOTAL 27,216 27,216 -0-
------- ------- ---
------- ------- ---
</TABLE>
None of the Selling Shareholders has held any position or office or
otherwise had a material relationship with the Company within the past
three years other than as a result of the ownership of the shares of
the Common Stock of the Company.
(1) These restricted shares were distributed as described above
to those persons listed under "TI Partners, L.P.'s Distributees."
(2) These restricted shares were distributed as described above to
those persons listed under "GKB LBO, L.P.'s Distributees."
PLAN OF DISTRIBUTION
The general and limited partners of TI Partners, L.P. and GKB LBO,
L.P. have agreed with each other to retain some of their Shares for
a period of time which is sufficient to satisfy the "continuity
of interest" requirements under Section 368(a) of the Internal
Revenue Code of 1986, as amended. In addition, Talbco, Inc., Nick
T. Encke and certain of the limited partners have agreed with
the Company not to sell their Shares until on or about February
15, 1995.
Subject to the foregoing, the Shares may be sold on one or more
exchanges or in negotiated transactions not on an exchange at prices
and on terms then prevailing or at prices related to the then
current market price or at negotiated prices. The Shares may be sold
by one or more of the following: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction; and (b) ordinary brokerage transactions
and transactions in which the broker solicits purchasers. In effecting
sales, brokers or dealers may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts
in amounts to be negotiated immediately prior to the sale which
amounts will not be greater than that normally paid in connection with
ordinary trading transactions.
In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
PRO FORMA FINANCIAL INFORMATION
Pro forma financial information reflecting interests acquired by the
Company since December 31, 1993 is set out on the following pages.
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
AND
1994 CUMULATIVE ACQUISITION COMPANIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1994
(Unaudited)
The following pro forma condensed combined balance sheet combines balance
sheets of Leggett & Platt, Incorporated and Subsidiaries (Leggett) and the
1994 Cumulative Acquisition Companies (Acquisition Companies) at June 30,
1994, under the assumptions set forth in the accompanying notes. The pro
forma condensed combined balance sheet is not necessarily indicative of the
financial position of the combined companies as it may be in the future.
<TABLE>
<S> <C> <C> <C> <C> <C>
Historical Pro Forma Adjustments
Acquisition Note Pro Forma
Leggett Companies Amount Reference Combined
-------- ----------- ------ --------- ---------
ASSETS
Current Assets
Cash and cash equivalents $ 8.8 $ 0.3 $ - $ 9.1
Receivables 248.6 16.1 - 264.7
Inventories 223.1 14.5 - 237.6
Other current assets 27.0 0.9 27.9
------- ------- ----- --------
Total Current Assets 507.5 31.8 - 539.3
Property, Plant and Equipment--
at cost 618.4 50.1 (11.6) (3) 656.9
Less accumulated depreciation
and amortization 277.9 28.6 (23.8) (3) 282.7
------- ------- ----- --------
Net Property, Plant and
Equipment 340.5 21.5 12.2 374.2
Other Assets
Goodwill, net 110.1 0.4 11.1 (3) 121.6
Other intangibles, net 24.6 - 0.5 (3) 25.1
Sundry 35.1 - - (2) (3) 35.1
------- ------- ------ --------
TOTAL ASSETS $ 1,017.8 $ 53.7 $ 23.8 $1,095.3
--------- -------- ------ --------
--------- -------- ------ --------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities
Accounts and notes payable $ 81.3 $ 13.4 $ - $ 94.7
Accrued expenses and
other liabilities 117.2 4.5 - 121.7
---------- -------- ----- --------
Total current liabilities 198.5 17.9 - 216.4
Long-Term Debt 196.4 5.8 45.8 (2) (3) 248.0
Deferred Income Taxes
and Other Liabilities 55.8 1.4 - 57.2
Shareholders' Equity
Common stock 0.4 0.1 (0.1) (2) (3) 0.4
Additional contributed capital 128.6 2.3 (1.1) (2) (3) 129.8
Retained Earnings 443.0 28.4 (23.0) (3) 448.4
Cumulative translation
adjustment ( 4.9) - (4.9)
Less treasury stock - (2.2) 2.2 (3) -
----------- -------- ----- ---------
Total shareholders' equity 567.1 28.6 (22.0) 573.7
---------- -------- ------ ----------
TOTAL LIABILITIES
AND SHAREHOLDERS EQUITY $ 1,017.8 $ 53.7 $ 23.8 $ 1,095.3
--------- -------- ------ ---------
--------- -------- ------ ---------
</TABLE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
AND
1994 CUMULATIVE ACQUISITION COMPANIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
SIX MONTHS ENDED JUNE 30, 1994
(Unaudited)
The following pro forma condensed combined statement of earnings combines
the operations of Leggett & Platt, Incorporated and Subsidiaries (Leggett)
and the 1994 Cumulative Acquisition Companies (Acquisition Companies) for
the six months ended June 30, 1994. This statement has been prepared
under the assumptions set forth in the accompanying notes. The pro forma
condensed combined statement of earnings is not necessarily indicative of
the results of operations of the combined companies as they may be in the
future or as they might have been had the acquisition been effective
January 1, 1994.
<TABLE>
<S> <C> <C> <C> <C> <C>
Historical Pro Forma Adjustments
Acquisition Note Pro Forma
Leggett Companies Amount Reference Combined
------- ----------- ------ --------- ---------
Net sales $ 883.4 $ 98.7 $(0.9) (4) $ 981.2
Costs, expenses and other
Cost of goods sold 680.5 79.4 (0.5) (4) (5) 759.4
Selling, distribution,
administrative and other, net 109.7 11.2 0.4 (5) 121.3
Interest expense 3.8 4.3 (0.9) (6) 7.2
------ ------- ----- -----
Total costs, expenses
and other 794.0 94.9 (1.0) 887.9
------- ------- ------ -------
Earnings before income taxes 89.4 3.8 0.1 93.3
Income taxes 35.2 1.5 0.0 (7) 36.7
------- ------- ------ ------
Net Earnings $ 54.2 $ 2.3 $ 0.1 $ 56.6
-------- ------- ------ ---------
-------- ------- ------ ---------
Earnings Per Share $ 1.31 $ 1.35
Average Shares Outstanding 41.4 42.0
</TABLE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
AND
1994 CUMULATIVE ACQUISITION COMPANIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1993
(Unaudited)
The following pro forma condensed combined statement of earnings combines
the operations of Leggett & Platt, Incorporated and Subsidiaries (Leggett)
and the 1994 Cumulative Acquisition Companies (Acquisition Companies) for
the twelve months ended December 31, 1993. This statement has been
prepared under the assumptions set forth in the accompanying notes. The
pro forma condensed combined statement of earnings is not necessarily
indicative of the results of operations of the combined companies as they
may be in the future or as they might have been had the acquisition been
effective January 1, 1993.
<TABLE>
<S> <C> <C> <C> <C> <C>
Historical Pro Forma Adjustments
Acquisition Note Pro Forma
Leggett Companies Amount Reference Combined
------- ------------ ------ --------- ---------
Net sales $1,526.7 $ 181.4 $(3.7) (4) $1,704.4
Costs, expenses and other
Cost of goods sold 1,177.7 142.9 (2.9) (4) (5) 1,317.7
Selling, distribution, admin-
istration and other, net 197.8 25.5 1.0 (5) 224.3
Interest expense 10.2 9.0 (2.8) (6) 16.4
------- ------- ----- ---------
Total costs, expenses
and other 1,385.7 177.4 (4.7) 1,588.4
------- ------- ----- ---------
Earnings before income taxes 141.0 4.0 1.0 146.0
Income taxes 55.1 1.6 0.4 (7) 57.1
-------- ------- ---- --------
Net Earnings $ 85.9 $ 2.4 $ 0.6 $ 88.9
-------- ------- ----- --------
-------- ------- ----- --------
Earnings Per Share $ 2.09 $ 2.13
Average Shares Outstanding 41.1 41.7
</TABLE>
LEGGETT & PLATT, INCORPORATED
AND
1994 CUMULATIVE ACQUISITION COMPANIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)
Note 1: The pro forma financial statements assume Leggett & Platt,
Incorporated (Leggett) will acquire certain assets or all of the
outstanding capital stock of the 1994 Cumulative Acquisition
Companies (Acquisition Companies) in exchange for $85.7 million
in cash and 598,569 shares of Leggett's common stock. Included
in Acquisition Companies are five purchases and one pooling of
interests which have been consummated, as well as two purchases
and one pooling of interests which are probable. The pro
forma condensed combined balance sheet presents the
acquisitions as if they had occurred on June 30, 1994, while the
pro forma condensed combined statements of earnings for six
months ended June 30, 1994 and the year ended December 31, 1993
present the acquisitions as if they had occurred on January 1,
of each year.
Note 2: To record Leggett's investment in Acquisition Companies made
subsequent to June 30, 1994.
Note 3: To eliminate Leggett's investment in Acquisition Companies.
Note 4: To eliminate sales between Leggett and Acquisition Companies
prior to the respective acquisition dates.
Note 5: To record depreciation and amortization on the stepped-up
basis from the purchase acquisitions.
Note 6: To reduce interest expense on debt which would have been retired
through the issuance of new debt with lower interest rates
assuming the acquisition dates mentioned above.
Note 7: To record the tax expense on the items in Notes 4, 5 and 6.
CAPITAL STOCK
The Company's authorized capital stock consists of 300,000,000 shares
of Common Stock, $.01 par value, 1,000,000 shares of Series A Junior
Participating Preferred Stock and 99,000,000 shares of Preferred Stock
without par value. As of September 23, 1994, there were 41,068,341
shares of Common Stock and no shares of preferred stock outstanding.
A description of the Common Stock is contained in the Company's
Registration Statement on Form 8-A, dated June 5, 1979, including any
amendments or reports filed for the purpose of updating such
description, which is incorporated by reference. A description of the
Preferred Stock Purchase Rights is contained in the Company's
Registration Statement on Form 8-A, dated February 15, 1989, including
any amendments or reports filed for the purpose of updating such
description, which is also incorporated by reference.
LEGAL OPINIONS
Ernest C. Jett, Assistant General Counsel of the Company, has rendered
an opinion concerning the validity of the Shares and certain other
legal matters. Mr. Jett is a full-time employee of the Company. On
September 23, 1994, Mr. Jett beneficially owned 21,450 shares of
Common Stock and held options to purchase an additional 9,750 shares
of Common Stock.
EXPERTS
The consolidated balance sheet of Leggett & Platt, Incorporated and
subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of earnings, changes in shareholders' equity
and cash flows for each of the three years in the period ended December
31, 1993, and the related schedules included in the Annual Report on
Form 10-K of the Company for the year ended December 31, 1993
incorporated by reference in the Registration Statement have
been examined by Price Waterhouse LLP, independent certified public
accountants, as set forth in their reports which have been incorporated
herein by reference. Such financial statements and schedules are
included in reliance upon such reports and upon the authority of
such firm as experts in accounting and auditing.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Pro Forma Financial Information. . . . . . . . . . . . . . . . . . . . . .8
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LEGGETT & PLATT, INCORPORATED
419,867 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
PROSPECTUS
October 13, 1994
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses of the Company
in connection with the issuance and distribution of the securities
being registered, exclusive of those expenses to be borne by the
Selling Shareholders.
SEC registration fee . . . . . . . . . . . . . . . . $ 4,986
Accounting fees and expenses . . . . . . . . . . . . 1,500
Legal fees and expenses. . . . . . . . . . . . . . . 3,000
Printing of documents. . . . . . . . . . . . . . . . 200
Miscellaneous. . . . . . . . . . . . . . . . . . . . 200
---------
Total . . . . . . . . . . . . . . . . . $ 9,886
---------
---------
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Articles of Incorporation and Missouri
corporation laws, each of the present and former directors and
officers of the Company may be entitled to indemnification under
certain circumstances from certain liabilities, claims and expenses
arising from any threatened, pending or completed action, suit or
proceeding (including any such action, suit or proceeding arising
under the Securities Act of 1933), to which they are made a party
by reason of the fact that he is or was a director or officer of
the Company.
The Company insures its directors and officers against certain
liabilities and has insurance against certain payments which it
may be obliged to make to such persons under the indemnification
provisions of its Restated Articles of Incorporation.
Item 16. Exhibits
5 Opinion of Ernest C. Jett, Assistant General Counsel
to Registrant (previously filed)
23(a) Consent of Price Waterhouse LLP (previously filed)
23(b) Consent of Ernest C. Jett, Assistant General
Counsel (contained in opinion filed as Exhibit 5
hereto) (previously filed)
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a)
(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;
(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 the 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;
Provided, however, that paragraphs (i) and (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 Registrant 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, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 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.
(e) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus, to each person to whom the
Prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the Prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the Prospectus, to deliver, or cause to be delivered to each person
to whom the Prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the Prospectus to provide such
interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 15 above, or otherwise, the Registrant 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 Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant 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 Registrant 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, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Carthage, State
of Missouri, on the 13th day of October, 1994.
LEGGETT & PLATT, INCORPORATED
By: /s/ HARRY M. CORNELL, JR.
---------------------------
Harry M. Cornell, Jr.
Chairman of the Board, Chief
Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures
appear below severally constitute and appoint Harry M. Cornell, Jr.,
Felix E. Wright, Robert A. Jefferies, Jr. and Michael A. Glauber, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
Principal Executive Officer:
Chairman of the Board,
/s/ HARRY M. CORNELL, JR. Chief Executive Officer
Harry M. Cornell, Jr. and Director October 13, 1994
Principal Financial Officer
and Principal Accounting Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President,
Michael A. Glauber Finance & Administration October 13, 1994
Directors:
/s/ HERBERT C. CASTEEL Director October 13, 1994
Herbert C. Casteel
/s/ R. TED ENLOE, III Director October 13, 1994
R. Ted Enloe, III
/s/ RICHARD T. FISHER Director October 13, 1994
Richard T. Fisher
/s/ ROBERT A. JEFFERIES, JR. Director October 13, 1994
Robert A. Jefferies, Jr.
/s/ MAURICE E. PURNELL, JR. Director October 13, 1994
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director October 13, 1994
Felix E. Wright
</TABLE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Assistant General Counsel to the
Registrant (previously filed)
23(a) Consent of Price Waterhouse LLP (previously filed)
23(b) Consent of Ernest C. Jett, Assistant General Counsel
(contained in Opinion) (previously filed)
