As filed with the Securities and Exchange Commission on September 25, 1995
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)
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)
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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<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 attached Preferred
Stock Purchase Rights 29,786 shares $24.9375 $742,788.38 $257
</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
September 22, 1995 on the New York Stock Exchange Composite
Tape of $24.9375.
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
29,786 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 22, 1995 the average of
the high and low prices of the Common Stock on the New York Stock
Exchange, Composite Transactions was $24.9375 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 September 25, 1995
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, NW, 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, NW, 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, 1994.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995 and June 30, 1995.
(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.
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.
The Company is a manufacturer. It makes a variety of products which
are sold to several thousand customers. The Company's products include
a broad line of components that are primarily sold to companies which
manufacture finished furniture and bedding. Components are items used by
furnishings manufacturers to construct their finished products.
Examples of components manufactured by the Company include innerspring
and boxspring units for mattresses and boxsprings; foam, textile, fiber
and other cushioning materials for bedding and furniture; springs and
seating suspensions for furniture; steel mechanisms for reclining chairs,
sleeper sofas and other types of motion furniture; chair controls,
aluminum, steel and plastic bases for office furniture; non-fashion
fabrics and other furniture supplies.
The Company also makes some finished furnishings products. Examples
include bed frames, daybeds, bunk beds, headboards, electric beds, carpet
underlay, metal and wire displays, shelving and commercial fixtures.
These finished products are sold to manufacturers that also buy the
Company's components or to wholesalers, retailers and others.
Outside the furnishings area, the Company produces and sells a number
of components and other products used in many different home, industrial
and commercial applications. These products require manufacturing
technologies similar to those used in making furnishings products and also
include certain raw materials which the Company makes for its own use.
Examples of these diversified products include industrial wire, steel
tubing, aluminum ingot, aluminum die cast products, automotive seat
suspension systems, industrial fabrics, mechanical springs, machinery
and parts for manufacturing equipment, foam products, and injection
molded plastic products.
The Company's products are made primarily from steel rod, wire and
other types of steel, textile fibers, woven and non-woven fabrics,
aluminum, wood, foam chemicals and plastics. Some of these raw materials
such as steel wire, steel tubing, aluminum ingot, shredded textile fibers
and cut-to-size dimension lumber are manufactured by the Company.
The Company has approximately 60 major manufacturing facilities
in North America located in 32 states in the United States and Canada.
In addition the Company has approximately 90 additional facilities used
in assembly, warehousing, sales, administration or research and
development. There are approximately 16,000 Company employees.
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 September 18,
1995, and 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 Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
Douglas D. Moody 50,840 19,972 -0-
Donna C. Bradshaw 24,562 9,814 -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
directly or indirectly in connection with the merger (the "Merger")
of L&P Acquisition Co.-NM, a wholly-owned subsidiary of the Company,
into WBSCO, Inc., a New Mexico corporation ("WBSCO"). As a result of this
transaction, WBSCO became a wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
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.
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 18, 1995, there were 84,127,037 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, Vice President, Secretary and Managing Director
of the Legal Department for the Company, has rendered an opinion
concerning the validity of the Shares and certain other legal matters.
Mr. Jett is an official officer and a full-time employee of the Company.
On September 18, 1995, Mr. Jett beneficially owned 42,972 shares of Common
Stock and held options to purchase an additional 20,220 shares of Common
Stock.
EXPERTS
The consolidated balance sheet of Leggett & Platt, Incorporated and
subsidiaries as of December 31, 1993 and 1994, 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,
1994, and the related schedules included in the Annual Report on Form
10-K of the Company for the year ended December 31, 1994 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>
<S> <C>
TABLE OF CONTENTS LEGGETT & PLATT, INCORPORATED
29,786
Page Common Stock
$.01 Par Value
Available Information. . . . . . . . . . . .2
(and Preferred Stock Purchase Rights
Incorporation of Certain Information attached to the Common Stock)
by Reference. . . . . . . . . . . . . . .2
_______________________________
The Company. . . . . . . . . . . . . . . . .4
PROSPECTUS
Use of Proceeds. . . . . . . . . .. . . . . .4 ________________________________
Selling Shareholders . . . . . . . . . . . .5 September 25, 1995
Plan of Distribution . . . . . . . . .. . . .5
Capital Stock. . . . . . . . . . . . . . . .6
Legal Opinions . . . . . . . . . . . . .. . .6
Experts. . . . . . . . . . . . . . . . . . .6
</TABLE>
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 . . . . . . . . . . . . . . . . . $ 257
Accounting fees and expenses . . . . . . . . . . . . . 500
Legal fees and expenses. . . . . . . . . . . . . . . . 750
Printing of documents. . . . . . . . . . . . . . . . . 100
Miscellaneous. . . . . . . . . . . . . . . . . . . . . -0-
Total . . . . . . . . . . . . . . . . . . . . . . $ 1,607
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, Vice President & Secretary and
Managing Director of the Legal Department for the Registrant
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Vice President & Secretary and
Managing Director of the Legal Department for the Registrant
(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, indivi-
dually 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 Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Carthage, State of Missouri,
on the 25th day of September, 1995.
LEGGETT & PLATT, INCORPORATED
By: /s/ FELIX E. WRIGHT
Felix E. Wright
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints 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.
Signature Title Date
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(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, September 25, 1995
Harry M. Cornell, Jr. Chief Executive Officer
and Director
(b) Principal Financial Officer
and Principal Accounting
Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, September 25, 1995
Michael A. Glauber Finance & Administration
(c) Directors:
/s/ RAYMOND F. BENTELE Director September 25, 1995
Raymond F. Bentele
/s/ RICHARD T. FISHER Director September 25, 1995
Richard T. Fisher
/s/ FRANK E. FORD, JR. Director September 25, 1995
Frank E. Ford, Jr.
/s/ DAVID S. HAFFNER Director September 25, 1995
David S. Haffner
/s/ ROBERT A. JEFFERIES, JR. Director September 25, 1995
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director September 25, 1995
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director September 25, 1995
Richard L. Pearsall
/s/ MAURICE E. PURNELL, JR. Director September 25, 1995
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director September 25, 1995
Felix E. Wright
</TABLE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Vice President & Secretary and
Managing Director of the Legal Department for the Registrant
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Vice President & Secretary and
Managing Director of the Legal Department (contained in Opinion)
September 25, 1995
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: WBSCO, Inc.--Form S-3 Registration Statement (Second Demand)
Our File No. 2-70-50A
Gentlemen:
As Vice President, Secretary and 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 29,786 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
Vice President and Secretary
Managing Director of the Legal Department
ECJ/lab
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 14, 1995 appearing on page 30 of Leggett & Platt,
Incorporated's Annual Report on Form 10-K for the year ended December
31, 1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 36
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, Missouri
September 20, 1995
