<PAGE>
As filed with the Securities and Exchange Commission on August 15, 1996
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
------------------
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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed
Proposed Maximum
Title of Each Class of Amount to be Maximum Offering Aggregate Offering Amount of
Securities to be Registered Registered Price Per Share (1) Price (1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value and attached Preferred
Stock Purchase Rights 1,761,764 shares $ 26.25 $46,246,305 $15,947
================================================================================================================
</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 August 13, 1996 on the New York Stock
Exchange Composite Tape of $26.25.
------------------
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.
================================================================================
<PAGE>
PROSPECTUS
1,761,764 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 the 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 or may be pledged or donated to
persons who in their capacity as pledgees or donees, respectively, may sell the
shares in similar transactions. 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 August 13, 1996 the average of the high and low
prices of the Common Stock on the New York Stock Exchange, Composite
Transactions was $26.25 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 August 15, 1996
<PAGE>
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, 1995,
except for (i) Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations and (ii) the financial
statements included as part of Item 14.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996.
(3) Current Reports on Form 8-K dated May 6, 1996, May 24, 1996 and
August 15, 1996.
(4) 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.
(5) 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.
2
<PAGE>
THE COMPANY
The Company was incorporated in 1901 as the successor to a partnership
formed in 1883 in 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 engineered 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; aluminum die
castings for gas barbeque grills and other furnishings.
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 other 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. Examples of these diversified products include
industrial wire, steel tubing, automotive seat suspension systems, aluminum
ingot, 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.
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 to be beneficially owned by each
Selling Shareholder and the number of shares of the Common Stock being offered
for the account of such Selling Shareholder pursuant to this Prospectus.
<TABLE>
<CAPTION>
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
- -------------------- ------------------ -------------- -------------------
<S> <C> <C> <C>
Bob L. Gaddy 679,011 (1) 679,011 (1) -0-
Jeffrey Lane Gaddy Trust 44,183 44,183 -0-
Lora Dean Gaddy Trust 44,183 44,183 -0-
Chelsea Jaclyn Gaddy Trust 32,454 32,454 -0-
Linda A. Gaddy Trust 32,454 32,454 -0-
James D. Starkey 254,478 254,478 -0-
Alice L. Walton 235,754 235,754 -0-
J. Scott Bull 204,415 204,415 -0-
Richard M. Ardemagni, as Trustee 142,527 142,527 -0-
Richard M. Ardemagni 40,444 40,444 -0-
Jim D. Alford 60,524 60,524 -0-
Terry C. Bellora 47,655 47,655 -0-
Carolyn B. Madison 44,858 44,858 -0-
National Bank of Commerce of
El Dorado, Arkansas, as Trustee 8,744 8,744 -0-
Howard N. Higgins 7,934 7,934 -0-
Dan F. Jones 7,620 7,620 -0-
Tom D. Doty 6,361 6,361 -0-
Bobby M. Winters 4,271 4,271 -0-
David C. Watson 4,187 4,187 -0-
J. Dale Randall 4,167 4,167 -0-
Douglas W. Brown 3,319 3,319 -0-
Zealand B. Thigpen, III 3,833 3,833 -0-
Roy L. Cecil 1,662 1,662 -0-
</TABLE>
(1) Includes all of the 153,274 shares owned by the trusts set out above. Mr.
Gaddy disclaims any beneficial interest in such shares.
3
<PAGE>
Each of the Selling Shareholders received the Shares offered hereby in
connection with the merger (the "Merger") of L&P Acquisition Company-7, a
wholly-owned subsidiary of the Company, into Pace Holdings, Inc., a Delaware
corporation ("Holdings"), which was consummated on May 13, 1996. As a result of
this transaction, Holdings became a wholly-owned subsidiary of the Company.
Bob L. Gaddy is a director and executive officer of the Company.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or
their pledgees, distributees 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 in one or more of the following
types of transactions:
(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.
The Shares may also be publicly offered through agents, underwriters or
dealers. In such event the Selling Shareholders may enter into agreements with
respect to any such offering. Such underwriters, dealers or agents may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and any such underwriters, dealers or agents that
participate in the distribution of Shares may be deemed to be underwriters, and
any profit on the sale of the Shares by them and any discounts, commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933.
In order to comply with the securities laws of certain states, sales of the
Shares to the public in such states may be made only through broker-dealers who
are registered or licensed in such states. Sales of the Shares must also be made
by the Selling Shareholders in compliance with other applicable state securities
laws and regulations.
In addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than pursuant to this Prospectus.
4
<PAGE>
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 August 12, 1996, there were 89,668,508 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 and Managing Director of the Legal
Department 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 August 12, 1996, Mr. Jett beneficially owned 49,786 shares of
Common Stock and held options to purchase an additional 21,489 shares of Common
Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the current report on Form 8-K dated August 15, 1996, have been so incorporated
in reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
5
<PAGE>
============================================
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information................... 2
Incorporation of Certain Information
by Reference.......................... 2
The Company............................. 3
Use of Proceeds......................... 3
Selling Shareholders.................... 3
Plan of Distribution.................... 4
Capital Stock........................... 5
Legal Opinions.......................... 5
Experts................................. 5
============================================
</TABLE>
============================================
LEGGETT & PLATT, INCORPORATED
1,761,764 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
---------------------
PROSPECTUS
---------------------
August 15, 1996
============================================
<PAGE>
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.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee.............................. $15,947
Accounting fees and expenses...................... 3,000
Legal fees and expenses........................... 3,000
Printing of documents............................. 3,000
Miscellaneous..................................... 1,000
-------
Total........................................... $25,947
=======
</TABLE>
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 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 and Managing Director of
the Legal Department for the Registrant (contained in opinion filed
as Exhibit 5 hereto)
II-1
<PAGE>
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.
II-2
<PAGE>
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 15th day of
August, 1996.
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 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
(a) PRINCIPAL EXECUTIVE OFFICER:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, Chief August 15, 1996
------------------------- Executive Officer and Director
Harry M. Cornell, Jr.
(b) PRINCIPAL FINANCIAL OFFICER:
/s/ MICHAEL A. GLAUBER Senior Vice President, Finance August 15, 1996
---------------------- & Administration
Michael A. Glauber
(c) PRINCIPAL ACCOUNTING OFFICER:
/s/ ALLAN J. ROSS Vice President - Accounting August 15, 1996
----------------------
Allan J. Ross
</TABLE>
S-1
<PAGE>
(c) DIRECTORS:
/s/ RAYMOND F. BENTELE Director August 15, 1996
----------------------------------
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director August 15, 1996
----------------------------------
Robert Ted Enloe, III
/s/ RICHARD T. FISHER Director August 15, 1996
----------------------------------
Richard T. Fisher
/s/ BOB L. GADDY Director August 15, 1996
----------------------------------
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director August 15, 1996
----------------------------------
David S. Haffner
/s/ ROBERT A. JEFFERIES, JR. Director August 15, 1996
----------------------------------
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director August 15, 1996
----------------------------------
Alexander M. Levine
/s/ DUANE W. POTTER Director August 15, 1996
----------------------------------
Duane W. Potter
/s/ MAURICE E. PURNELL, JR. Director August 15, 1996
----------------------------------
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director August 15, 1996
----------------------------------
Felix E. Wright
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Ernest C. Jett, Vice President 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 and Managing Director of
the Legal Department for the Registrant (contained in Opinion)
</TABLE>
<PAGE>
Exhibit 5
---------
August 15, 1996
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Form S-3 Registration Statement
Gentlemen:
As Vice President and Managing Director of the Legal Department for
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 1,761,764 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 issuance by the Company of the Shares and the Rights to the
Selling Shareholders was 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 are validly issued and 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 Statment.
Sincerely,
LEGGETT & PLATT, INCORPORATED
/s/ Ernest C. Jett
Ernest C. Jett
Vice President
Managing Director, Legal Department
ECJ/lab
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EXHIBIT 23(a)
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 8, 1996, except for Note A which is as of May 13, 1996, appearing on
page 20 of Leggett & Platt, Incorporated and Subsidiaries' current report on
Form 8-K dated August 15, 1996. We also consent to the references to us under
the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
St. Louis, MO
