As filed with the Securities and Exchange Commission on December 17, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 Carthage, Missouri 64836 (I.R.S. Employer
jurisdiction of (417) 358-8131 Identification No.)
incorporation or organization)
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1989 FLEXIBLE STOCK PLAN
(Full Title of the Plan)
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum
to be to be Price Aggregate
Registered Registered Per Offering Amount of
Share (1) Price Registration Fee
Common Stock,
$.01 par value
and attached
Preferred Stock
Purchase Rights 5,642,448 shares $22.4375 $126,602,427 $37,347.72
(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 December 12, 1998 on the New York Stock
Exchange Composite Tape of $22.4375.
</TABLE>
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 S-8
Registration Statement:
(1) The contents of Registration Statement File No. 33-54339.
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-8 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 10TH day of December, 1998.
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.
Signature Title Date
(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, December 10, 1998
Harry M. Cornell, Jr. Chief Executive Officer
and Director
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, December 17, 1998
Michael A. Glauber Finance & Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President December 17, 1998
Allan J. Ross - Accounting
(d) Directors:
/s/ RAYMOND F. BENTELE Director December 17, 1998
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director December 17, 1998
Robert Ted Enloe, III
/s/ RICHARD T. FISHER Director December 17, 1998
Richard T. Fisher
/s/ BOB L. GADDY Director December 17, 1998
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director December 17, 1998
David S. Haffner
/s/ THOMAS A. HAYS Director December 17, 1998
Thomas A. Hays
/s/ ROBERT A. JEFFERIES, JR. Director December 17, 1998
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director December 17, 1998
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director December 17, 1998
Richard L. Pearsall
/s/ MAURICE E. PURNELL, JR. Director December 17, 1998
Maurice E. Purnell, Jr.
______________________ Director ________, 1998
Duane W. Potter
______________________ Director ________, 1998
Alice L. Walton
_____________________ Director ________, 1998
Felix E. Wright
EXHIBIT INDEX
Exhibit
Number Description
4 Leggett & Platt, Incorporated 1989 Flexible Stock Plan, as
amended through May 14, 1997; reference is made to Appendix
B to Registrant's definitive Proxy Statement dated March
27, 1997 used in conjunction with Registrant's Annual
Meeting of Shareholders held on May 14, 1997
5 Opinion of Ernest C. Jett, Esq., Vice President, General
Counsel and Secretary to Registrant
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Ernest C. Jett, Esq., Vice President, General
Counsel and Secretary to Registrant
Exhibits 5 & 23(b)
December 17, 1998
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Leggett & Platt, Incorporated 1989 Flexible Stock Plan
Form S-8 Registration Statement
Our File No.: 3-19-16
Gentlemen:
As Vice President, General Counsel and Secretary 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-8 under the
Securities Act of 1933, as amended (the "Registration Statement")
relating to 5,642,448 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 issued in accordance with the
terms of the 1989 Flexible Stock Plan (the "Plan").
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;
(iv) Copy of the Plan as amended through May 14, 1997; and
(v) 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 Plan has been duly created and adopted b the Board of
Directors of the Company and has been duly approved by the
Shareholders of the Company and is a legal, valid and binding
obligation of the Company enforceable in accordance with its terms;
(4) The issuance of Shares pursuant to the Plan has been duly and
validly authorized by the necessary corporate action; and
(5) The Shares when issued in accordance with the terms of the Plan
will be validly issued, fully paid and assessable.
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, General Counsel
and Secretary
ECJ/slk
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 4, 1998
which appears on page 29 of Leggett & Platt Incorporated and Subsidiaries'
Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
December 17, 1998
