As filed with the Securities and Exchange Commission on July 8, 1997
Registration No. 333-_________
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
(State or other jurisdiction of
incorporation or organization)
No. 1--Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
44-0324630
(I.R.S. Employer
Identification No.)
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.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration 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, check the following box.
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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
Price(1) Fee
_________________________________________________________________________________________________
Common Stock, $.01 par
value and attached Preferred
Stock Purchase Rights 67,685 shares $42.4375 $2,872,382.19 $870.42
</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 June 27, 1997 on the New
York Stock Exchange Composite Tape of $41.9375.
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
67,685 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 Selling Shareholders. (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 to which the "Prospectus" is a part 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 July 7, 1997, the average of the high and low
prices of the Common Stock on the New York Stock Exchange, Composite
Transactions was $42.4375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 8, 1997
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. The Commission also maintains
a Web site at "http://www.sec.gov" which contains reports, proxy
statements and other information regarding registrants that file
electronically with the commission. 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, 1996.
(2) Quarterly report on Form 10-Q for the quarter ended March 31,
1997.
(3) The description of the 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 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 serves markets for components and related products for
bedding, furniture and other furnishings including commercial fixtures,
store displays, shelving, and related products as well as materials,
equipment and technologies used by Company operations and other
manufacturers in diverse markets. 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, point-of-purchase displays, other wood, 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
and retailers. Point-of-Purchase displays are sold to manufacturers of
packaged goods for use in retail stores. Other commercial fixtures are
sold to retailers to furnish their stores and other end users for food
service, office and industrial applications.
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 including the number of
shares of the Common Stock beneficially owned by each Selling Shareholder
as of April 9, 1997 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 Shares to Be Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
S. Bailey Company Limited 48,889 48,889 0
Winkels Holdings Limited 13,796 13,796 0
Fritz Winkels 5,000 5,000 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 acquisition of three
related private Canadian companies by the Company. These entities are now
wholly owned subsidiaries 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 April 25, 1997 there were 92,301,320
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 and Secretary 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 June 27, 1997 Mr.
Jett beneficially owned 64,822 shares of Common Stock which included
options to purchase 11,116 shares of Common Stock which are exercisable
on or within 90 days of said date.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to Form 10-K for the year ended December 31,1996, 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.
TABLE OF CONTENTS LEGGETT & PLATT, INCORPORATED
Page 67,685 Shares
Common Stock
Available Information. . . . .2 $.01 Par Value
Incorporation of Certain (and Preferred Stock Purchases Rights
Information by Reference. .2 attached to the Common Stock)
The Company. . . . . . . . . .3 PROSPECTUS
Use of Proceeds. . . . . . . .3 July 8, 1997
Selling Shareholders . . . . .3 No dealer, salesperson or other person
has been authorized to give any
Plan of Distribution . . . . .4 information or to make any
representations not contained or
Capital Stock. . . . . . . . .5 incorporated by reference in this
Prospectus and, if given or made, such
Legal Opinions . . . . . . . .5 other information or representation must
not be relied upon as having been
Experts. . . . . . . . . . . .5 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.
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>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . $ 870.42
Accounting fees and expenses . . . . . . . . . . . . . 3,000.00
Legal fees and expenses. . . . . . . . . . . . . . . . 3,000.00
Printing of documents. . . . . . . . . . . . . . . . . 3,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . 1,000.00
Total . . . . . . . . . . . . . . . . . . 10,870.42
</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 as amended), 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, Esq., Vice President and Managing
Director of the Legal Department and Secretary to Registrant
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Esq., Vice President and Managing
Director of the Legal Department and Secretary to Registrant
(contained in Opinion)
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 Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Carthage, State of Missouri, on
the 8th day of July, 1997.
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 Ernest C. Jett, 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 dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, July 8, 1997
Chief Executive Officer
and Director
Harry M. Cornell, Jr.
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, July 8, 1997
Michael A. Glauber Finance & Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President - Accounting July 8, 1997
Allan J. Ross
(d) Directors:
/s/ RAYMOND F. BENTELE Director July 8, 1997
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director July 8, 1997
Robert Ted Enloe, III
/s/RICHARD T. FISHER Director July 8, 1997
Richard T. Fisher
/s/ BOB L. GADDY Director July 8, 1997
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director July 8, 1997
David S. Haffner
/s/ THOMAS A. HAYS Director July 8, 1997
Thomas A. Hays
/s/ ROBERT A. JEFFERIES, JR. Director July 8, 1997
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director July 8, 1997
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director July 8, 1997
Richard L. Pearsall
/s/ DUANE W. POTTER Director July 8, 1997
Duane W. Potter
/s/ MAURICE E. PURNELL, JR. Director July 8, 1997
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director July 8, 1997
Felix E. Wright
</TABLE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Esq., Vice President - Managing
Director of the Legal Department and Secretary to the Registrant
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Esq., Vice President - Managing
Director of Legal Department and Secretary to the Registrant
(contained in Opinion)
Exhibit 5
July 8, 1997
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Form S-3 Registration Statement
Our File No. 2-70-_____
Gentlemen:
As Vice President 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 67,685 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
Managing Director of the Legal Department
ECJ/mlf
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 5, 1997 appearing on page 27 of Leggett & Platt
Incorporated and Subsidiaries' Annual Report on Form 10-K for the year
ended December 31, 1996. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
St. Louis, Missouri
July 8, 1997
