As filed with the Securities and Exchange Commission on October 20, 1994
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
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 64936 (I.R.S. Employer
incorporation or organization) (417) 358-8131 Identification No.)
(Address, including zip code, and telephone number, including
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. ____
<TABLE>
CALCULATION OF REGISTRATION FEE
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- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Each Class of Amount to be Maximum Offering Maximum Amount of
Securities to be Registered Registered Price Per Share (1) Aggregate Offering Registration Fee
Price (1)
____________________________________________________________________________________________________________________________
Common Stock, $.01 par
value and Preferred Stock
Purchase Rights attached
thereto 54,453 shares $35.625 $1,939,888 $669
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high and low prices
of Registrant's Common Stock on October 14, 1994 on the New York Stock
Exchange Composite Tape of $35.625.
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
54,453 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 October 14, 1994 the average of
the high and low prices of the Common Stock on the New York Stock
Exchange, Composite Transactions was $35.625 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 OF 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 20, 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 the
persons listed below as the Selling Shareholders (the "Selling
Shareholders") including the number of shares of the Common Stock
beneficially owned by each Selling Shareholder as of October 17, 1994,
nd the number of shares of the Common Stock being offered for the
account of such Selling Shareholder pursuant to this Prospectus.
<TABLE>
<S> <C> <C> <C>
Shares to Be Offered
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
- -------------------- ------------------ ---------------- ---------------------
Carroll E. Lewis 50,000 50,000 -0-
Barbara P. Ruse 2,782 2,782 -0-
Adrian J. Simonet 278 278 -0-
William M. Gutbrod 278 278 -0-
Joyce A. Foss 278 278 -0-
Terry L. O'Brian 278 278 -0-
Victor B. Lewis 139 139 -0-
Frances W. Smith 70 70 -0-
Carolyn L. Looney 70 70 -0-
Joel E. Simms 70 70 -0-
Wesley L. Thomas 70 70 -0-
Tamara D. Lusher 70 70 -0-
Betsy McDavid 70 70 -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.
Each of the Selling Shareholders received the Shares offered hereby in
connection with the merger (the "Merger") of L&P\POP Acquisition
Company, a wholly-owned subsidiary of the Company, into Southeastern
Manufacturing Co., Inc., a Florida corporation ("SEMCO"). As a
result of this transaction, SEMCO became a wholly-owned
subsidiary of the Company.
PLAN OF DISTRIBUTION
Pursuant to an agreement with the Company, 13,909 of the Shares held by
Mr. Lewis, 278 of the Shares held by Ms. Ruse and all of the Shares
held by the remaining Selling Shareholders have been placed in escrow
until February 15, 1995. Thus, 15,858 of the 54,453 Shares may not be
sold until that date.
Subject to the foregoing, the Shares may be sold from time to time by
the Selling Shareholders or their pledgees or donees. Such sales may
be made 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 two poolings of
interest which have been consummated, as well as two purchases
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 October 17, 1994, there were 41,071,
17 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 October 17, 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.
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TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .3
Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Pro Forma Financial Information. . . . . . . . . . . . . . . . . . . . . .5
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
- ---------------------------------------------------------------------------
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LEGGETT & PLATT, INCORPORATED
54,453 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
--------------------------------------
PROSPECTUS
--------------------------------------
October 20, 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 . . . . . . . . . . . . $ 669
Accounting fees and expenses . . . . . . . . 500
Legal fees and expenses. . . . . . . . . . . 1,000
Printing of documents. . . . . . . . . . . . 100
Miscellaneous. . . . . . . . . . . . . . . . 100
-------
Total . . . . . . . . . . . . . . . . . $ 2,360
-------
-------
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
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Assistant General Counsel
(contained in opinion filed as Exhibit 5 hereto)
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 Registration State-
ment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Carthage, State of Missouri, on the 20th day of October, 1994.
LEGGETT & PLATT, INCORPORATED
By /s/ HARRY M. CORNELL, JR.
Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
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
Registration Statement 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 20, 1994
Principal Financial Officer
and Principal Accounting Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President,
Michael A. Glauber Finance & Administration October 20, 1994
Directors:
/s/ R. TED ENLOE, III Director October 20, 1994
R. Ted Enloe, III
/s/ RICHARD T. FISHER Director October 20, 1994
Richard T. Fisher
/s/ ROBERT A. JEFFERIES, JR. Director October 20, 1994
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director October 20, 1994
Alexander M. Levine
/s/ JAMES C. MCCORMICK Director October 20, 1994
James C. McCormick
/s/ MAURICE E. PURNELL, JR. Director October 20, 1994
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director October 20, 1994
Felix E. Wright
</TABLE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Assistant General Counsel
to the Registrant
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Assistant General Counsel
(contained in Opinion)
October 20, 1994
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: SEMCO--Form S-3 Registration Statement (Second Demand)
Gentlemen:
As Assistant General Counsel, Managing Director of the Legal
Department, of Leggett & Platt, Incorporated (the "Company"), I have
acted on its behalf in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Registration
Statement") relating to 54,453 shares of the Company's Common Stock,
$.01 par value (the "Shares"), and the Preferred Stock Purchase
Rights (the "Rights") attached to the Shares, to be sold by the
Selling Shareholders described therein.
In this connection, I have examined the following documents:
(i) Copy of the Restated Articles of Incorporation of the Company;
(ii) Copies of the Bylaws of the Company, as amended to date;
(iii) Minutes of the meetings of the Board of Directors and
Shareholders of the Company; and
(iv) The Registration Statement and all exhibits thereto.
I have also examined such other documents as I deemed necessary to the
expression of the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly organized, validly existing and in
good standing under the laws of the State of Missouri.
(2) The Company has an authorized capitalization as set forth in the
Registration Statement;
(3) The issue by the Company of the Shares and the Rights to the
Selling Shareholders has been duly and validly authorized by
necessary corporate action;
(4) The Shares and the Rights to be sold by the Selling Shareholders
pursuant to the Registration Statement have been validly issued
and are fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement
and in the related Prospectus and to the use of this opinion as
Exhibit 5 to the Registration Statement.
Sincerely,
LEGGETT & PLATT, INCORPORATED
/s/ Ernest C. Jett
Ernest C. Jett
Assistant General Counsel
Managing Director, Legal Department
ECJ/caa
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 17, 1994, appearing on page 29 of Leggett & Platt
Incorporated's Annual Report on Form 10-K for the year ended December 31,
1993. We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears on page 35 of such
Annual Report on Form 10-K. We also consent to the references to us under
the headings "Experts" in such prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
St. Louis, MO
October 20, 1994
