As filed with the Securities and Exchange Commission on October 28, 1999.
Registration No. __________
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 Carthage, Missouri 64836 (I.R.S. Employer
of 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, 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.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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)
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value and attached Preferred
Stock Purchase Rights 198,477 shares $22.1565 $4,397,555.65 $1,222.52
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based upon
the average of the high and low prices of Registrant's Common Stock on October 22, 1999 on the New York Stock
Exchange Composite Tape of $22.1565.
</FN>
</TABLE>
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
198,477 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 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 Exchange
(symbol: LEG). On October 22, 1999 the average of the high and low prices of
the Common Stock on the New York Stock Exchange, Composite Transactions was
$22.1565 per share.
The Company's mailing address and telephone number of its principal executive
offices is No. 1 Leggett Road, Carthage, Missouri 64836 and (417) 358-8131.
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 October 28, 1999.
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. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
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, 1998.
(2) Quarterly report on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999.
(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 January 25, 1999, 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 is a manufacturer of a wide range of engineered products.
It was incorporated in 1901 as the successor to a partnership formed in 1883 at
Carthage, Missouri. That partnership was a pioneer in the development of steel
coil bedsprings. The Company today serves markets for:
* Residential Furnishings - components for bedding, furniture and other
residential furnishings and related consumer products.
* Commercial Furnishings - retail store fixtures, displays, storage and
material handling products and systems, and components for office and
institutional furnishings.
* Aluminum Products - die castings, custom tooling and dies, machining,
coating and other value added processes and aluminum raw materials.
* Industrial Materials - drawn wire, specialty wire products and welded
steel tubing.
* Specialized Products - automotive seating suspension, lumbar support
and control cable systems, specialized machinery and manufacturing
equipment.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
RECENT DEVELOPMENTS
Standard & Poor's added the Company to the S&P 500 Index effective at
the close of trading on Friday, October 15, 1999.
The Company has reported that through October 21, 1999 it has acquired
twenty-two businesses which have added sales of approximately $400 million to
Leggett's annual volume.
The Company reported third quarter earnings on October 21, 1999.
Summaries of the unaudited results of operations for the quarter and nine
months ended September 30, 1999 and 1998 are shown below. Segment results for
each of these periods are on the following pages.
(All amounts in millions, except per share data)
QUARTER ENDED SEPTEMBER 30, 1999 1998
_______________________________________________________________________________
Net sales $ 991.1 $ 884.1
Cost of goods sold 721.2 655.3
_____ ______
Gross profit 269.9 228.8
Selling, distribution & administrative expenses 128.9 109.9
Other deductions, net of other income 6.3 5.4
______ _______
Earnings before interest and income taxes 134.7 113.5
Interest expense 11.1 9.9
Interest income .4 .8
______ _______
Earnings before income taxes 124.0 104.4
Income taxes 46.3 39.2
______ _______
Net earnings $ 77.7 $ 65.2
======= =======
Earnings per share
Basic $.39 $.33
Diluted $.39 $.32
Average shares outstanding
Basic 198.2 198.3
Diluted 200.9 201.1
NINE MONTHS ENDED SEPTEMBER 30, 1999 1998
Net sales $2,813.9 $2,532.7
Cost of goods sold 2,058.2 1,882.3
________ _______
Gross profit 755.7 650.4
Selling, distribution & administrative expenses 362.4 313.5
Other deductions, net of other income 20.4 13.7
________ ________
Earnings before interest and income taxes 372.9 323.2
Interest expense 30.5 28.7
Interest income 1.8 3.4
________ ________
Earnings before income taxes 344.2 297.9
Income taxes 128.0 111.4
________ ________
Net earnings $216.2 $186.5
======== ========
Earnings per share
Basic $1.09 $.94
Diluted $1.08 $.93
Average shares outstanding
Basic 198.5 197.9
Diluted 201.1 200.6
SEGMENT RESULTS - Third Quarter
Residential Furnishings - Total sales for the quarter increased 9%, with
acquisition growth of 7%. Earnings before interest and income taxes (EBIT)
grew 12.2%, reflecting broadly based improvements in efficiencies on higher
production and acquisitions.
Commercial Furnishings - Total sales increased 26.1%, with acquisition growth
of just over 30% more than offsetting lower than expected same location sales
of store fixtures. About $9 million of store fixture sales expected in this
year's third quarter were delayed and shifted to the next two quarters. The
shifting resulted primarily from delayed customer store openings due to limited
availability of construction labor and the recent shifting of building
materials to weather damaged parts of the country. EBIT increased 6.6%,
reflecting the impact of lower volume and temporary labor inefficiencies
partially offset by acquisitions.
Aluminum Products - Total sales increased 11.6%, with acquisition growth of
just under 2%. EBIT increased nearly 12-fold, reflecting increased
efficiencies on higher production and more normal cost/price relationships.
Industrial Materials - Total sales increased 3.6%, with a slight contribution
from acquisitions. EBIT increased 31.4%, reflecting more normal cost/price
relationships and efficiencies gained on higher production.
Specialized Products - Total sales increased 6.7%, with acquisition growth of
just over 10%. EBIT was unchanged, reflecting lower machinery and equipment
volume which carries higher margins.
(All amounts in millions)
Inter-
QUARTER ENDED SEPTEMBER 30, 1999 External Segment Total
Sales Sales Sales EBIT
Residential Furnishings $510.2 $ 2.5 $ 512.7 $ 61.5
Commercial Furnishings 230.4 .7 231.1 38.6
Aluminum Products 119.1 3.8 122.9 10.7
Industrial Materials 72.8 50.0 122.8 18.4
Specialized Products 58.6 9.6 68.2 6.2
Intersegment eliminations -- -- -- (.1)
Change in LIFO reserve -- -- -- (.6)
Totals $991.1 $ 66.6 $1,057.7 $ 134.7
====== ====== ======== =======
Inter-
QUARTER ENDED SEPTEMBER 30, 1998 External Segment Total
Sales Sales Sales EBIT
Residential Furnishings $468.8 $ 1.5 $470.3 $ 54.8
Commercial Furnishings 182.9 .4 183.3 36.2
Aluminum Products 105.9 4.2 110.1 .9
Industrial Materials 75.8 42.7 118.5 14.0
Specialized Products 50.7 13.2 63.9 6.2
Intersegment eliminations -- -- -- (.4)
Change in LIFO reserve -- -- -- 1.8
Totals $884.1 $ 62.0 $946.1 $113.5
====== ====== ====== ======
SEGMENT RESULTS - First Nine Months
Residential Furnishings - Total sales increased 9.6%, with acquisition growth
of about 6%. EBIT grew 10.7%, reflecting broadly based improvements in
efficiencies on higher production and acquisitions.
Commercial Furnishings - Total sales increased 20.5%, with acquisition growth
of approximately 18%. EBIT increased 11.7%, as the benefits of acquisitions
and higher volume in the first half of 1999 were partially offset in the third
quarter by lower same location sales and temporary labor inefficiencies.
Aluminum Products - Total sales increased 4.7%, with nearly equal year-to-year
acquisitions and internal growth. EBIT increased 38.5%, reflecting the
substantial third quarter improvement in efficiencies and more normal cost/
price relationships.
Industrial Materials - Total sales increased 6.6%, with acquisition growth of
approximately 4.5%. EBIT increased 47.3%, reflecting more normal cost/price
relationships and efficiencies gained on higher production.
Specialized Products -Total sales increased 15.7%, with acquisitions growth
of just over 10%. EBIT increased 16.5%, reflecting higher first quarter sales
of machinery and equipment and acquisitions.
(All amounts in millions)
Inter-
NINE MONTHS ENDED SEPTEMBER 30, 1999 External Segment Total
Sales Sales Sales EBIT
Residential Furnishings $1,460.9 $ 7.5 $1,468.4 $166.2
Commercial Furnishings 570.8 2.3 573.1 95.8
Aluminum Products 401.6 12.3 413.9 38.5
Industrial Materials 208.6 155.6 364.2 53.6
Specialized Products 172.0 32.4 204.4 22.6
Intersegment eliminations -- -- -- (3.4)
Change in LIFO reserve -- -- -- (.4)
Totals $2,813.9 $210.1 $3,024.0 $372.9
======== ====== ======== ======
Inter-
NINE MONTHS ENDED SEPTEMBER 30, 1998 External Segment Total
Sales Sales Sales EBIT
Residential Furnishings $1,335.5 $ 4.7 $1,340.2 $150.2
Commercial Furnishings 474.3 1.2 475.5 85.8
Aluminum Products 383.2 12.3 395.5 27.8
Industrial Materials 198.8 142.8 341.6 36.4
Specialized Products 140.9 35.7 176.6 19.4
Intersegment eliminations -- -- -- (1.3)
Change in LIFO reserve -- -- -- 4.9
Totals $2,532.7 $ 196.7 $2,729.4 $323.2
======== ======= ======== ======
Residential Furnishings derives its revenues from components for bedding,
furniture and other furnishings, as well as related consumer products.
Commercial Furnishings derives its revenues from retail store fixtures,
displays, storage, material handling systems, and office and institutional
furnishings components. Aluminum Products revenues are derived from die
castings, custom tooling, secondary machining and coating, and smelting of
aluminum ingot. Industrial Materials derives its revenues from drawn steel
wire, specialty wire products and welded steel tubing sold to trade customers
as well as other Leggett segments. Specialized Products is a combination of
non-reportable segments which derive their revenues from machinery,
manufacturing equipment, automotive seating suspension and lumbar supports,
and control cable systems.
FINANCIAL POSITION (All amounts in millions)
September 30,
NET ASSETS 1999 1998
Cash and equivalents $ 21.8 $ 42.3
Receivables 607.5 561.6
Inventories 541.4 471.0
Other current assets 68.7 63.7
__________ _________
Total current assets 1,239.4 1,138.6
Current debt maturities 4.7 5.0
Other current liabilities 442.1 386.6
__________ _________
Total current liabilities 446.8 391.6
Working capital 792.6 747.0
Net fixed assets 884.4 803.8
Other assets 770.6 540.4
__________ _________
Total net assets $ 2,447.6 $ 2,091.2
========== =========
CAPITALIZATION
Long-term debt $ 745.2 $ 585.1
Deferred income taxes and other liabilities 121.3 116.1
Shareholders' equity* 1,581.1 1,390.0
________ _________
Total capitalization $2,447.6 $2,091.2
======== =========
*In accordance with Financial Accounting Standard No. 130, comprehensive
earnings would have been $222.5 and $179.2 for the nine months ending
September 30, 1999 and 1998, respectively.
SELLING SHAREHOLDERS
The following information under this caption Selling Shareholders 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 October 28, 1999 and the number of
shares of the Common Stock being offered for the account of such Selling
Shareholder pursuant to this Prospectus.
<TABLE>
<CAPTION>
Shares Shares to Be Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
<S> <C> <C> <C>
Ms. Joyce Beasley 1,633 1,633 0
Mr. Paul E. Case 818 818 0
Mr. Kenneth Coleman 1,633 1,633 0
William Stewart McKell 81 81 0
Robert & Katherine O'Dell 818 818 0
JJB Hilliard, W.L. Lyons, Inc. 2,124 2,124 0
Mr. William C. Stewart, Jr. 97,355 97,355 0
Tabb Insurance Agency 818 818 0
Wm. Clyde Stewart Estate 31,199 31,199 0
Ladye Stewart King, Co-Executor
Wm. C. Stewart, Jr., Co-Executor
William David Thomas 818 818 0
Mrs. Emma J. Thomas 2,124 2,124 0
Mrs. G.C. Turner, Sr. 818 818 0
Sam & Clifton Hailey 3,676 3,676 0
Mary Lee & Robert O'Dell, II 11,680 11,680 0
Mr. Houston M. Minniece, Jr. 818 818 0
Mr. G.C. Turner, Jr. 818 818 0
Mr. Robert H. Scott 409 409 0
Stewart Family Trust 40,837 40,837 0
Ladye Stewart King, Co Trustee
Wm. C. Stewart, Jr., Co Trustee
</TABLE>
Each of the Selling Shareholders received the Shares offered hereby
directly or indirectly in connection with the merger (the "Merger") of L&P
Acquisition Company - 49, a Mississippi corporation and wholly-owned subsidiary
of the Company with and into Ark-Ell Springs, Inc., a Mississippi corporation
("Ark-Ell"). As a result of the Merger, Ark-Ell became a wholly-owned
subsidiary of the Company. None of the Selling Shareholders otherwise 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.
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; (b) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; and (c) purchases by
a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus. 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 600,000,000 shares
of Common Stock, $.01 par value, 1,000,000 shares of Series A Junior
Participating Preferred Stock and 99,000,000 shares of Preferred Stock without
par value. As of October 25, 1999 there were 201,186,545 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
January 25, 1999, including any amendments or reports filed for the purpose of
updating such description, which is also incorporated by reference.
LEGAL OPINIONS
John A. Lyckman, Assistant General Counsel of the Company, has rendered
an opinion concerning the validity of the Shares and certain other legal
matters. Mr. Lyckman is a full-time employee of the Company. On October 25,
1999, Mr. Lyckman beneficially owned 38,065 shares of Common Stock and held
options to purchase an additional 11,140 shares of Common Stock which are
exercisable on or within 60 days of said date.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to Form 10-K for the year ended December 31, 1998, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
TABLE OF CONTENTS
Page
Available Information 3
Incorporation of Certain Information by Reference 3
The Company 4
Use of Proceeds 4
Recent Developments 4
Selling Shareholders 7
Plan of Distribution 7
Capital Stock 8
Legal Opinions 8
Experts 8
LEGGETT & PLATT, INCORPORATED
198,477 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
PROSPECTUS
October 28, 1999
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.
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 $ 1,222.52
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 $11,222.52
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 John A. Lyckman, Esq., Assistant General Counsel to
Registrant
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of John A. Lyckman, Esq., Assistant General Counsel to
Registrant
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 28th day
of October, 1999.
LEGGETT & PLATT, INCORPORATED
By: /s/ FELIX E. WRIGHT
Felix E. Wright
Vice Chairman of the Board,
Chief Executive Officer and President
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/ FELIX E. WRIGHT Vice Chairman of the Board, October 28, 1999
Felix E. Wright Chief Executive Officer and President,
and Director
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, October 28, 1999
Michael A. Glauber Finance & Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President - Accounting October 28, 1999
Allan J. Ross
(d) Directors:
/s/ HARRY M. CORNELL, JR. Chairman of the Board October 28, 1999
Harry M. Cornell, Jr.
/s/ RAYMOND F. BENTELE Director October 28, 1999
Raymond F. Bentele
_____________________ Director
Robert Ted Enloe, III
/s/ RICHARD T. FISHER Director October 28, 1999
Richard T. Fisher
/s/ BOB L. GADDY Director October 28, 1999
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director October 28, 1999
David S. Haffner
/s/ THOMAS A. HAYS Director October 28, 1999
Thomas A. Hays
__________________ Director
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director October 28, 1999
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director October 28, 1999
Richard L. Pearsall
/s/ DUANE W. POTTER Director October 28, 1999
Duane W. Potter
/s/ MAURICE E. PURNELL, JR. Director October 28, 1999
Maurice E. Purnell, Jr
____________________ Director _______________
Alice L. Walton
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of John A. Lyckman, Esq., Assistant General Counsel to
Registrant
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of John A. Lyckman, Esq., Assistant General Counsel to
Registrant
Exhibit 5
October 25, 1999
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Form S-3 Registration Statement -
Ark-Ell Springs, Inc. (First Demand)
Our File No. 2-70-tba
Gentlemen:
As Assistant General Counsel 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 2,430 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/ JOHN A. LYCKMAN
John A. Lyckman
Assistant General Counsel
JAL/slk
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 3, 1999 , which appears on page 35 of Leggett & Platt,
Incorporated and Subsidiaries' Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PRICE WATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
October 27, 1999
