<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus supplement is not complete and +
+ may be changed. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion. Dated February 3, 2000.
Prospectus Supplement to Prospectus dated November 15, 1999.
$350,000,000
[LOGO FOR LEGGETT & PLATT]
[LOGO FOR LEGGETT & PLATT]
% Notes due February 15, 2005
-----------
Leggett & Platt will pay interest on the notes on February 15 and August 15
of each year. The first such payment will be made on August 15, 2000. The notes
will be issued only in denominations of $1,000 and integral multiples of
$1,000.
The notes are not redeemable and are not entitled to the benefit of any
sinking fund.
-----------
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
-----------
<TABLE>
<CAPTION>
Per Note Total
-------- --------
<S> <C> <C>
Initial public offering price................................ % $
Underwriting discount........................................ % $
Proceeds, before expenses, to Leggett & Platt................ % $
</TABLE>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes will accrue from February , 2000 and
must be paid by the purchaser if the notes are delivered after February ,
2000.
-----------
The underwriters expect to deliver the notes in book-entry form only through
the facilities of The Depository Trust Company against payment in New York, New
York on February , 2000.
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Merrill Lynch & Co.
First Union Capital Markets Corp.
-----------
Prospectus Supplement dated February , 2000.
<PAGE>
LEGGETT & PLATT, INCORPORATED
Leggett & Platt 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 bed springs. The founding spirit of partnership and
innovation has encouraged an ongoing commitment to product and machinery
development, advancing technologies and efficiencies, with solid growth. Today
we are an industry leader with over 31,000 employee-partners in more than 300
locations around the world. We manufacture a wide range of engineered products
and serve markets for:
.Residential Furnishings--components for bedding, furniture and other
furnishings, as well as related consumer products.
.Commercial Furnishings--retail store fixtures, displays, storage and
material handling systems and components for office and institutional
furnishings and other products.
.Aluminum Products--die castings, custom tooling and dies, machining,
coating and other value added processes and aluminum raw materials.
.Industrial Materials--drawn steel wire, specialty wire products and
welded steel tubing.
.Specialized Products--automotive seating suspension, lumbar support and
control cable systems, specialized machinery and manufacturing
equipment.
Residential Furnishings
Our residential furnishings products include a broad line of components
used by manufacturers to make finished bedding and residential furniture
products. Primary examples of residential furnishings components we manufacture
include:
.innerspring units for mattresses, and wood frames, coils and modules for
boxsprings;
.foam, textile and fiber cushioning materials, woven and non-woven
construction fabrics for bedding, furniture, home furnishings and
industrial applications;
.springs and seating suspensions for chairs, sofas and other residential
furniture;
.steel mechanisms and hardware for reclining chairs, sofa sleepers and
other types of motion furniture; and
.other furniture supplies and cut-to-size dimension lumber.
We also manufacture or distribute finished residential furnishings. These
finished products include bed frames, daybeds, bunk beds, headboards,
adjustable electric beds, fashion beds, carpet underlay and non-slip coated
fabrics.
Most of our customers for residential furnishings manufacture finished
bedding (mattresses and boxsprings) or upholstered and non-upholstered
furniture for residential use. Finished residential furnishings are sold to
bedding and furniture manufacturers for resale or directly to retailers.
Commercial Furnishings
We manufacture a variety of commercial furnishings products, including both
finished products and components.
Finished commercial furnishings include point-of-purchase displays, store
fixtures and shelving, racking, counters and carts used to store and handle
materials. Point of purchase displays and store fixtures, made of wood, metal,
wire and plastics, are used by a wide range of customers, including
manufacturers, distributors and retailers of branded consumer products. We have
the ability to provide custom designed full store fixture packages, as well as
standardized shelving used by large retailers, grocery stores, discount chains
and the like. Our commercial storage products provide for
S-2
<PAGE>
the efficient storage, organization and handling of materials used in food
service, health care and other applications. Customers for these storage
products include restaurants, hospitals and many other diverse businesses.
Commercial furnishings components include chair controls (devices which
allow office chairs to be adjusted to height, tilt and swivel), chair bases,
columns, backrests, casters and other components used by customers that
manufacture office, institutional and other commercial furnishings. We also
produce plastic components for customers that make lawn mowers, power tools,
wheel chairs and other consumer or commercial products.
Aluminum Products
We die cast aluminum components for use in a number of different
industries, primarily for non-automotive applications. We also produce some
zinc die castings.
We sell our castings to a diverse group of customers that manufacture
industrial and consumer products. Our customers use these components in their
production of gas barbecue grills, outdoor lighting fixtures, cable line
amplifiers, wireless communications systems and other cable and
telecommunication products, computer and electronics products, electric motors,
consumer appliances, power tools, small to mid-size gasoline engines, mid-to-
large size diesel engines, motorcycles, snowmobiles, ATVs, trucks and
automobiles.
We manufacture and refurbish dies (also known as molds or tools) for all
types and sizes of die casting machines. These complementary products are sold
to customers that buy our die castings and to others. We also provide extensive
secondary machinery, coating, sub-assembly and other value-added services.
In addition, we operate two aluminum smelting plants where we produce
aluminum ingot and other forms of raw materials from aluminum scrap. We use
some of these materials in our die casting operations and also sell aluminum
ingot to unaffiliated customers.
Industrial Materials
We produce drawn steel wire and steel tubing, as well as specialty wire
products. Drawn wire and tubing are important raw materials that we use widely
in manufacturing our products. For example, we use wire to make our bedding and
furniture components, commercial furnishings products and our automotive
seating and related products.
We use steel tubing in many of the same types of products, including our
furniture mechanisms, store fixtures, displays, shelving and storage products
and finished residential furnishings.
In addition to supplying some of our needs for important materials, we sell
drawn wire and tubing products to a diverse group of industrial customers, such
as manufacturers of lawn and garden equipment, recreational equipment,
mechanical springs, automotive seating and related products.
Specialty wire products using our drawn wire include wire ties that secure
cotton bales and solid waste materials. Customers for these products include
cotton gins, textile companies, recyclers and waste removal businesses. We also
manufacture and sell tying heads of various types which customers use to tie
wire.
Specialized Products
We have two business units engaged in manufacturing specialized products.
One concentrates on manufacturing components for suppliers to the automotive
industry. The other business unit designs, builds and sells specialized
machinery and equipment. In the automotive area, we manufacture seating
suspension, lumbar support and control cable systems. In the machinery area, we
manufacture highly automated quilting machines for fabrics used to cover
mattresses and other home furnishings, coilers used to fabricate springs of
various types, industrial sewing machines and other equipment designed
primarily for the assembly of bedding, including material handling systems and
other products for factory automation. Subcontractors
S-3
<PAGE>
FORWARD-LOOKING STATEMENTS
to automobile manufacturers as well as the manufacturers themselves are the
primary customers for our automotive products. While manufacturers of bedding
are the primary customers for our machinery, we also design and produce some of
these specialized products for our own use.
Strategy
Our strategy is balanced and
aggressive, emphasizing internal
growth initiatives and acquisitions
that strengthen Leggett's position,
hence our potential in the markets
we serve. Throughout our family of
companies, we strive to improve
manufacturing efficiencies and
customer service while continuing to
grow our sales, earnings and cash
flow. Our current conservative
capital policies and strong balance
sheet are designed to provide
financing flexibility to fund future
growth. This approach, coupled with
our continuing commitment to
information technology, is intended
to facilitate excellent business
relationships with our customers and
vendors, as well as our employee-
partners.
While we do not sell directly to
consumers, many of our customers do.
Our customer base, like our product
lines is wide ranging and diverse.
Our single largest customer accounts
for less than 5% of sales.
Operations
We have manufacturing, assembly
and distribution facilities in more
than 30 states as well as Canada,
Europe, Asia and Mexico. These
facilities include six wire drawing
mills, three welded steel tubing
mills, 15 die casting facilities and
two aluminum smelting operations as
well as numerous manufacturing and
assembly plants devoted to our
varied products. Our operations
outside of the United States are
principally in Canada, Europe and
Mexico, none of which are
individually material to our
consolidated operations.
We are a Missouri corporation,
with our principal executive offices
located at No.1 Leggett Road,
Carthage, Missouri 64836 (Telephone:
(417) 358-8131).
This prospectus supplement and the attached prospectus include and may
incorporate by reference forward-looking statements. These statements reflect
our intentions, plans, expectations and beliefs about future events. We have
based many of these forward-looking statements on assumptions about future
events that may prove to be inaccurate. Accordingly, actual outcomes and
results may differ materially from what we have expressed or forecasted in the
forward-looking statements. Any differences could result from a variety of
factors, including the factors discussed under the caption "Cautionary
statement regarding forward-looking statements" beginning on page 3 of the
attached prospectus.
S-4
<PAGE>
SELECTED FINANCIAL INFORMATION
The following table contains consolidated financial information for the
periods presented. The financial information below for each of the five years
in the period ended December 31, 1998 has been derived from our audited
consolidated financial statements. You should read this selected financial
information together with the consolidated financial statements, related notes
and other financial information included in our Annual Report on Form 10-K for
each of the respective years. The selected consolidated financial information
as of and for the nine months ended September 30, 1998 and 1999 has been
derived from our unaudited consolidated financial statements, which we believe
reflect all adjustments (consisting only of normal recurring items) necessary
to present fairly, in accordance with generally accepted accounting principles,
the results for these interim periods. These unaudited financial statements are
included in our Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, which is incorporated by reference in this prospectus.
Leggett & Platt, Incorporated and Subsidiaries
<TABLE>
<CAPTION>
(Unaudited)
Nine Months
Ended
Years Ended December 31, September 30,
------------------------------------------------ ------------------
1994 1995 1996(1) 1997 1998 1998 1999
-------- -------- -------- -------- -------- -------- --------
(Dollars in millions, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations
Net sales............... $2,009.1 $2,256.9 $2,466.2 $2,909.2 $3,370.4 $2,532.7 $2,813.9
Cost of sales........... 1,537.4 1,722.0 1,842.7 2,171.4 2,498.9 1,882.3 2,058.2
-------- -------- -------- -------- -------- -------- --------
Gross profit.......... 471.7 534.9 623.5 737.8 871.5 650.4 755.7
Operating expenses...... 239.7 272.3 303.5 358.8 422.8 313.5 362.4
-------- -------- -------- -------- -------- -------- --------
Operating income...... 232.0 262.6 320.0 379.0 448.7 336.9 393.3
Other income
(deductions)........... (11.8) (13.4) (42.4) (16.5) (19.6) (13.7) (20.4)
-------- -------- -------- -------- -------- -------- --------
Earnings before
interest & taxes..... 220.2 249.2 277.6 362.5 429.1 323.2 372.9
Interest expense........ 26.0 30.4 30.0 31.8 38.5 28.7 30.5
Interest income......... 2.1 1.8 2.1 2.6 5.0 3.4 1.8
-------- -------- -------- -------- -------- -------- --------
Earnings before income
taxes and extraordinary
item................... 196.3 220.6 249.7 333.3 395.6 297.9 344.2
Income taxes............ 76.8 86.3 96.7 125.0 147.6 111.4 128.0
-------- -------- -------- -------- -------- -------- --------
Earnings from continuing
operations(1).......... $ 119.5 $ 134.3 $ 153.0 $ 208.3 $ 248.0 $ 186.5 $ 216.2
======== ======== ======== ======== ======== ======== ========
Earnings per share from
continuing operations
Basic(1).............. $ 0.69 $ 0.76 $ 0.84 $ 1.09 $ 1.25 $ 0.94 $ 1.09
Diluted(1)............ $ 0.68 $ 0.75 $ 0.83 $ 1.08 $ 1.24 $ 0.93 $ 1.08
Cash dividends declared
per share.............. $ 0.155 $ 0.19 $ 0.23 $ 0.27 $ 0.315 $ .235 $ 0.27
Summary of Financial
Position
Current assets.......... $ 620.2 $ 686.6 $ 763.3 $ 944.6 $1,137.1 $1,138.6 $1,239.4
Current liabilities..... 266.6 275.1 292.8 372.5 401.4 391.6 446.8
Working capital......... 353.6 411.5 470.5 572.1 735.7 747.0 792.6
Net property, plant &
equipment.............. 440.7 510.6 582.9 693.2 820.4 803.8 884.4
Total assets............ 1,327.0 1,478.1 1,712.9 2,106.3 2,535.3 2,482.8 2,894.4
Long-term debt.......... 364.1 380.6 388.5 466.2 574.1 585.1 745.2
Shareholders' equity.... 628.3 746.8 941.1 1,174.0 1,436.8 1,390.0 1,581.1
</TABLE>
- --------
(1) Merger related costs of $16.4 after tax, or $.09 per basic and diluted
share are included in 1996 earnings from continuing operations. Previously
reported per share data have been restated to reflect a two-for-one stock
split on June 15, 1998.
S-5
<PAGE>
Operating Segment Financial Data
<TABLE>
<CAPTION>
Segment Sales
------------------------------------------------
(Unaudited)
Nine Months
Year Ended Ended
December 31, September 30,
---------------------------- ------------------
1996 1997 1998 1998 1999
-------- -------- -------- -------- --------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Residential Furnishings....... $1,407.7 $1,595.4 $1,784.0 $1,340.2 $1,468.4
Commercial Furnishings........ 348.4 464.7 625.0 475.5 573.1
Aluminum Products............. 360.5 459.0 517.9 395.5 413.9
Industrial Materials.......... 401.7 439.8 463.1 347.5 364.2
Specialized Products.......... 152.4 184.2 245.6 176.6 204.4
Intersegment Eliminations..... (204.5) (233.9) (265.2) (202.6) (210.1)
-------- -------- -------- -------- --------
Total Segment Sales....... $2,466.2 $2,909.2 $3,370.4 $2,532.7 $2,813.9
======== ======== ======== ======== ========
<CAPTION>
Earnings Before Interest and Taxes (EBIT)
------------------------------------------------
(Unaudited)
Year Ended Nine Months Ended
December 31, September 30,
---------------------------- ------------------
1996 1997 1998 1998 1999
-------- -------- -------- -------- --------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Residential Furnishings....... $ 153.4 $ 171.1 $ 198.3 $ 150.2 $ 166.2
Commercial Furnishings........ 65.3 85.3 111.1 85.8 95.8
Aluminum Products............. 30.2 44.6 32.6 27.8 38.5
Industrial Materials.......... 38.3 43.5 51.9 36.4 53.6
Specialized Products.......... 13.7 21.1 28.6 19.4 22.6
Merger Expenses............... (26.6) 0.0 0.0 0.0 0.0
Intersegment Eliminations..... (2.4) 0.3 (1.3) (1.3) (3.4)
LIFO Income (Expense)......... 5.7 (3.4) 7.9 4.9 (0.4)
-------- -------- -------- -------- --------
Total EBIT................ $ 277.6 $ 362.5 $ 429.1 $ 323.2 $ 372.9
======== ======== ======== ======== ========
</TABLE>
RECENT DEVELOPMENTS
On February 2, 2000, we reported summaries of the unaudited results of
operations for the quarter and year ended December 31, 1999. In the fourth
quarter, 1999, sales increased to $965.1 million (up 15.2%), net earnings
increased to $74.3 million (up 20.8%), and earnings per diluted share increased
to $.37 (up 19.4%)--all compared with 1998. Sales for the full year were $3.78
billion (up 12.1%), net earnings were $290.5 million (up 17.1%), and earnings
per diluted share were $1.45 (up 16.9%). Additional information regarding these
results of operations is contained in our Current Report on Form 8-K filed
February 2, 2000, which is incorporated herein by reference.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes for general
corporate purposes, including the repayment of commercial paper indebtedness
incurred in making acquisitions and for working capital, and to fund possible
future acquisitions. Our commercial paper indebtedness matures daily. As of
February 2, 2000, our outstanding principal balance of commercial paper was
$191.5 million, at a weighted average interest rate of 5.78%.
S-6
<PAGE>
CAPITALIZATION
The following table sets forth our capitalization at December 31, 1999.
The pro forma balance below reflects the application of approximately $
million of net proceeds from the sale of the notes and assumes $144.7 million
is used to reduce short-term debt with the balance of $ million added to
cash. See "Use of Proceeds."
<TABLE>
<CAPTION>
(Unaudited)
December 31, 1999
-----------------------------
(Dollars in millions)
Pro
forma as
Actual Adjustments adjusted
-------- ----------- --------
<S> <C> <C> <C>
Cash and cash equivalents........................ $ 20.6 $ $
Current maturities of long-term debt............. $ 3.8 $ 3.8
Long-term debt:
Notes issued hereby, % Notes due February
15, 2005...................................... $ 0.0 $ 350.0 $ 350.0
Medium-term notes.............................. 560.0 560.0
Commercial paper............................... 144.7 (144.7) --
Unsecured industrial revenue bonds............. 39.9 39.9
Other notes payable............................ 42.8 42.8
-------- ------- --------
Total long-term debt............................. $ 787.4 $ 205.3 $ 992.7
Deferred income taxes and other liabilities...... 112.4 112.4
Shareholders' equity............................. 1,646.2 1,646.2
-------- ------- --------
Total capitalization............................. $2,546.0 $ 205.3 $2,751.3
======== ======= ========
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION>
Pro forma
Nine Months Pro forma Nine Months
Year Ended December 31, Ended Year Ended Ended
------------------------ September 30, December 31, September 30,
1994 1995 1996 1997 1998 1999 1998 1999
---- ---- ---- ---- ---- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges.......... 7.3 7.0 7.8 9.6 9.6 10.5 6.7 6.6
</TABLE>
Earnings consist principally of income from continuing operations before
income taxes, plus fixed charges. Fixed charges consist principally of
interest costs. The unaudited pro forma ratio of earnings to fixed charges
gives effect to the increased interest expense from the issuance of the notes
based on an assumed interest rate of 7.5% per annum, and the reduction of
interest expense resulting from any outstanding commercial paper during the
pro forma period noted above. For the year ended December 31, 1998, the pro
forma computation reflects the repayment of a daily weighted average of $50.9
million of commercial paper, and for the nine months ended September 30, 1999,
the pro forma computation reflects the repayment of a daily weighted average
of $16.9 million of commercial paper. These amounts may not be indicative of
actual commercial paper outstanding when repaid with the proceeds of this
financing. See "Use of Proceeds" beginning on page S-6 of this prospectus
supplement.
S-7
<PAGE>
DESCRIPTION OF NOTES
Title:
% Notes due February 15, 2005.
General: We will issue the notes as a separate series of debt securities
under an indenture, dated as of November 24, 1999, between us and The Chase
Manhattan Bank, as trustee. For a description of the rights attaching to
different series of debt securities under the indenture, see "Description of
debt securities" beginning on page 4 of the attached prospectus.
Ranking and Form: The notes will rank equally with all of our other
unsecured and unsubordinated debt. We will issue the notes only in book-entry
form through the facilities of The Depository Trust Company (the
"Depositary"), and sales in book-entry form may be effected only through a
participating member of the Depositary. See "Global securities" below.
Total principal amount being issued:
$350,000,000 of % notes
Due date for principal:
February 15, 2005
Interest rate:
% per annum, computed on the basis of a 360-day year of twelve 30-day
months.
Date interest starts accruing:
February , 2000
Interest payment date:
Every February 15 and August 15
First interest payment date:
August 15, 2000
Regular record dates for interest:
February 1, for February 15; August 1, for August 15
Paying Agent: The trustee under the indenture is our paying agent at its
offices in New York, New York. We may at any time designate additional paying
agents or rescind the designations or approve a change in the offices where
they act.
Global securities: The notes will be represented by one or more global
securities registered in the name of the nominee of the Depositary. We will
issue the notes in denominations of $1,000 and integral multiples of $1,000.
We will deposit the global security with the Depositary or its custodian and
will register the global security in the name of the Depositary's nominee. See
"Global securities" beginning on page 6 of the attached prospectus.
Non-redemption of the notes: The notes may not be redeemed by you, or by
us, prior to their maturity.
Trading in the Depositary: Indirect holders trading their beneficial
interests in the global securities through the Depositary must trade in the
Depositary's same-day funds settlement system and pay in immediately available
funds.
Sinking fund: There is no sinking fund.
Defeasance: The notes are subject to our ability to choose "legal
defeasance" and "covenant defeasance" as described under the caption
"Defeasance" on page 10 of the attached prospectus.
Definitive securities: A permanent global security is exchangeable for
definitive notes registered in the name of any person other than the
Depositary or its nominee, only if:
(a) the Depositary notifies us that it is unwilling or unable to
continue as Depositary for the global security or if at any time the
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and we do not appoint a successor within
90 days;
(b) in our discretion at any time, we determine not to have all of the
notes
S-8
<PAGE>
represented by the global security and notify the trustee; or
(c) an Event of Default has occurred and is continuing with respect to
the notes.
Same-Day Settlement and Payment: The Underwriters will make settlement for
the notes in immediately available or same-day funds. So long as the notes are
represented by the global security, we will make all payments of principal and
interest in immediately available funds.
* * * * *
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, so long as the notes
are represented by the global security registered in the name of the Depositary
or its nominee, the notes will trade in the Depositary's Same-Day Funds
Settlement System. Secondary market trading activity in the notes represented
by the global security will be required by the Depositary to settle in
immediately available or same-day funds. We cannot give any assurances as to
the effect, if any, of settlement in same-day funds on trading activity in the
notes.
This section summarizes the specific financial and legal terms of the notes
that are more generally described under "Description of the debt securities"
beginning on page 4 of the prospectus attached to the back of this prospectus
supplement. If anything described in this section is inconsistent with the
terms described under "Description of the debt securities" in the attached
prospectus, you should consider the terms here to be the ones that prevail.
LEGAL MATTERS
The validity of the notes will be passed upon for the Company by Ernest C.
Jett, Vice President, General Counsel and Secretary of the Company, Carthage,
Missouri. Mr. Jett is paid a salary and a bonus by the Company, is a
participant in various employee benefit plans offered by the Company, and owns
and has options to purchase shares of common stock of the Company. The validity
of the notes will be passed upon for the Underwriters by Paul Hastings,
Janofsky & Walker LLP, New York, New York.
S-9
<PAGE>
UNDERWRITING
Leggett & Platt and the underwriters for the offering named below have
entered into an underwriting agreement and a pricing agreement with respect to
the notes. Subject to certain conditions, each underwriter has severally agreed
to purchase the principal amount of notes indicated in the following table:
<TABLE>
<CAPTION>
Underwriters Principal Amount of Notes
------------ -------------------------
<S> <C>
Goldman, Sachs & Co...................................
Bear, Stearns & Co. Inc...............................
Chase Securities Inc..................................
Merrill Lynch & Co....................................
First Union Capital Markets Corp......................
A. G. Edwards & Sons, Inc.............................
Raymond James & Associates Inc........................
Wachovia Securities, Inc..............................
Jones & Co., L.P......................................
------------
Total............................................. $350,000,000
============
</TABLE>
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be
sold at a discount from the initial public offering price of up to % of the
principal amount of notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to % of the principal
amount of notes. If all the notes are not sold at the initial offering price,
the underwriters may change the offering price and the other selling terms.
The notes are a new issue of securities with no established trading market.
Leggett has been advised by the underwriters that the underwriters intend to
make a market in the notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased notes sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may
be higher than the price that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued by the underwriters at
any time. These transactions may be effected in the over-the-counter market or
otherwise.
Leggett estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately
$350,000.
Leggett has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
From time to time, the underwriters and their affiliates perform investment
banking, commercial banking and other financial services for Leggett and its
affiliates. The Chase Manhattan Bank, the trustee under the indenture for the
notes, is an affiliate of Chase Securities Inc.
S-10
<PAGE>
PROSPECTUS
Leggett & Platt, Incorporated
$500,000,000
Debt Securities
----------------
This prospectus describes debt securities which we may issue and sell at
various times:
. The debt securities may be debentures, notes (including notes commonly
known as medium-term notes) or other unsecured evidences of indebtedness
of Leggett & Platt.
. We may issue the debt securities in one or several series.
. The total principal amount of debt securities to be issued under this
prospectus will not be more than $500,000,000 or the equivalent amount in
other currencies.
. The terms of each series of debt securities (interest rates, maturity,
redemption provisions and other terms) will be determined at the time of
sale, and will be specified in a prospectus supplement delivered together
with this prospectus at the time of sale.
We may sell debt securities to or through underwriters, dealers or agents.
We may also sell debt securities directly to investors. More information about
the way we will distribute the debt securities is under the heading "Plan of
distribution." Information about the underwriters or agents who will
participate in any particular sale of debt securities will be in the prospectus
supplement relating to that series of debt securities.
Unless we state otherwise in a prospectus supplement, we will not list any
of the debt securities on any securities exchange.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November 15, 1999
<PAGE>
Securities
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, which we refer to as the "SEC". Under this
registration statement, we may offer from time to time up to $500,000,000, or
its equivalent in foreign or composite currencies, of debt securities. This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that describes the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
Prospectus
<TABLE>
<CAPTION>
Page
----
<S> <C>
Leggett & Platt, Incorporated............................................. 3
Cautionary statement regarding forward-looking statements................. 3
Ratio of earnings to fixed charges........................................ 4
Use of proceeds........................................................... 4
Description of debt securities............................................ 4
Plan of distribution...................................................... 12
Experts................................. ................................. 13
Where you can find more information about Leggett & Platt, Incorporated .. 13
</TABLE>
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Leggett & Platt, Incorporated
We manufacture a wide range of engineered products. Our company 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. Today we serve 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.
The term "company," unless the context requires otherwise, refers to Leggett
& Platt, Incorporated and its majority owned subsidiaries.
We are a Missouri corporation, with principal executive offices located at
No. 1 Leggett Road, Carthage, Missouri 64836 (Telephone: (417) 358-8131).
Cautionary statement regarding forward-looking statements
Our public reports and statements may contain "forward-looking" statements
concerning possible future events, objectives, strategies, trends or results.
These statements are identified either by the context in which they appear or
by use of words such as anticipate, believe, estimate, expect, or the like.
Any forward-looking statement reflects only our beliefs at the time the
statement is made. Because all forward-looking statements deal with the future,
they are subject to risks, uncertainties and developments which might cause
actual events or results to differ materially from those envisioned or
reflected in any forward-looking statement. Moreover, we do not have and do not
undertake any duty to update any forward-looking statement to reflect events or
circumstances after the date on which the statement was made. For all of these
reasons, you should not rely on forward-looking statements as a prediction of
actual future events, objectives, strategies, trends or results.
We can not identify all of the risks, uncertainties and developments which
may affect our future operations or performance, or which otherwise may cause
actual events or results to differ from forward-looking statements. However,
some of these risks and uncertainties include the following:
. general economic and market conditions and risks, such as the rate of
economic growth in the United States, inflation, government regulation,
interest rates, taxation, and the like;
. risks and uncertainties which could affect industries or markets in which
the Company participates, such as growth rates and opportunities in those
industries, or changes in demand for certain products, etc.;
. factors which could impact costs, such as the availability and pricing of
raw materials, the availability of labor and wage rates, and fuel and
energy costs; and
. the consequences of the Year 2000 issue.
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Ratio of earnings to fixed charges
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION>
Nine months
ended
September 30, Year ended December 31,
------------- ------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges...... 10.5 9.6 9.6 7.8 7.0 7.3
---- --- --- --- --- ---
</TABLE>
Earnings consist principally of income from continuing operations before
income taxes, plus fixed charges. Fixed charges consist principally of interest
costs.
Use of proceeds
We will use the net proceeds from the sale of the debt securities for
general corporate purposes, unless we specify another use in the applicable
prospectus supplement. General corporate purposes may include working capital
additions, capital expenditures, stock redemption, debt repayment or financing
for acquisitions. Before we use the proceeds for these purposes, we may invest
them in short term investments.
Description of debt securities
We will offer debt securities which represent our unsecured general
obligations under an indenture dated as of November 24, 1999 between us and The
Chase Manhattan Bank, as trustee.
The following description sets forth the general terms and provisions that
could apply to the debt securities. This description of certain provisions of
the indenture is not complete. You should refer to the applicable provisions of
the indenture filed as exhibit 4.1 to our registration statement filed with the
SEC (File No. 333-90443) covering the debt securities.
Some of the capitalized terms used in the following discussion are defined
in the indenture, and their definitions are incorporated by reference into this
prospectus. When we refer to sections, we mean sections in the indenture which
we are incorporating by reference.
General
The indenture does not limit the aggregate principal amount of debt
securities that we may issue under it nor does it limit other debt we may
issue. The debt securities may be issued in one or more series as we may
authorize at various times. A series of debt securities may be issued at more
than one time and, unless we agree otherwise with the trustee, may be re-opened
for issuance without notice to holders of such series. All debt securities will
be unsecured and will have the same rank as all of our other unsecured and
unsubordinated debt. The debt securities may be issued as original issue
discount debt securities and sold at a substantial discount below their
principal amount.
The prospectus supplement relating to the particular series of debt
securities being offered will specify the amounts, prices and terms of those
debt securities. These terms may include:
. the title and aggregate principal amount of the debt securities;
. the price at which we are offering the debt securities, usually expressed
as a percentage of the principal amount;
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<PAGE>
. the maturity date or dates for the debt securities and any rights to
extend these dates;
. the person to whom interest is payable, if other than the person in whose
name the debt security is registered as of the record date for payment of
interest;
. any annual rate or rates, which may be fixed or variable, or the method
of determining any rate or rates, at which the debt securities will bear
interest;
. the date or dates from which interest will accrue and the interest
payment date or dates;
. the place or places where the principal of and any premium and interest
on the debt securities will be payable;
. the currency, currencies or composite currency in which the debt
securities are denominated and principal and interest may be payable, and
for which the debt securities may be purchased, if other than United
States dollars;
. any redemption or sinking fund terms;
. any event of default or restrictive covenant with respect to the debt
securities of a particular series, if not set forth in this prospectus,
or any deletions or modifications thereof;
. the extent to which the discharge and defeasance provisions apply to any
series of securities or any modifications or additions thereto;
. any index used to determine the amount of principal, premium or interest
payable with respect to the debt securities;
. whether the debt securities are to be issued in whole or in part in the
form of one or more global securities and the depositary for the global
security or securities;
. if other than in denominations of $1,000 or multiples of $1,000, the
denominations in which debt securities will be issued;
. the part of the principal amount of debt securities which will be payable
upon acceleration if less than the entire amount;
. if the principal amount of the debt securities or interest paid on the
debt securities are set forth or payable in a currency other than U.S.
dollars, whether and under what terms and conditions we may defease the
debt securities; and
. any other terms of the series, which will not conflict with the terms of
the indenture. (Section 301)
We will issue the debt securities in fully registered form without coupons.
Unless we specify otherwise in the applicable prospectus supplement, we will
issue debt securities denominated in U.S. dollars in denominations of $1,000 or
multiples of $1,000. Debt securities may also be issued pursuant to the
indenture in transactions exempt from the registration requirements of the
Securities Act of 1933. Those debt securities will not be considered in
determining the aggregate amount of securities issued under the registration
statement.
We will describe special federal income tax and other considerations
relating to debt securities denominated in foreign currencies in the applicable
prospectus supplement.
Unless we specify otherwise in the applicable prospectus supplement, the
covenants contained in the indenture and the debt securities will not provide
special protection to holders of debt securities if we enter into a highly
leveraged transaction, recapitalization or restructuring.
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<PAGE>
Exchange, registration and transfer
Debt securities of any series that are not global securities will be
exchangeable for other registered securities of the same series and of like
aggregate principal amount and tenor in different authorized denominations.
Transfers and exchanges may be made without service charge and upon payment of
any taxes and other governmental charges as described in the indenture. The
security registrar or the transfer agent will effect the transfer or exchange
upon being satisfied with the documents of title and identity of the person
making the request. We have appointed the trustee as security registrar for the
indenture. If a prospectus supplement refers to any transfer agents, in
addition to the security registrar, initially designated by us with respect to
any series of debt securities, we may at any time rescind the designation of
any such transfer agent or approve a change in the location through which such
transfer agent acts. We may at any time appoint additional transfer agents with
respect to any series of debt securities. (Section 305).
Payment and paying agents
Unless we specify otherwise in the applicable prospectus supplement, payment
of principal, any premium and any interest on debt securities will be made at
the office of the paying agent or paying agents that we appoint at various
times. However, at our option, we may make interest payments by check mailed to
the address, as it appears in the security register, of the person entitled to
the payments. Unless we specify otherwise in the applicable prospectus
supplement, we will make payment of any installment of interest on debt
securities to the person in whose name that security is registered at the close
of business on the regular record date for such interest.
If we do not pay interest when due, that interest will no longer be payable
to the holder of the debt security on the record date for such interest. We
will pay any defaulted interest, at our election:
. to the person in whose name the debt security is registered at the close
of business on a special record date set by the Trustee between 10-15
days before the payment of such defaulted interest and at least 10 days
after the receipt by the Trustee of notice of the payment by us; or
. in any other lawful manner that is consistent with the requirements of
any securities exchange on which the debt securities are listed if, after
we give notice to the Trustee, the Trustee determines the manner of
payment is practicable. (Section 307).
Global securities
The prospectus supplement will indicate whether we are issuing the related
debt securities as book-entry securities. Book-entry securities of a series
will be issued in the form of one or more global notes that will be deposited
with The Depository Trust Company, New York, New York, (which we refer to as
the "DTC") and will evidence all of the debt securities of that series. This
means that we will not issue certificates to each holder. We will issue one or
more global securities to DTC, which will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the debt
securities. The participant will then keep a record of its clients who own the
debt securities. Unless it is exchanged in whole or in part for a security
evidenced by individual certificates, a global security may not be transferred,
except that DTC, its nominees and their successors may transfer a global
security as a whole to one another. Beneficial interests in global securities
will be shown on, and transfers of beneficial interests in global notes will be
made only through, records maintained by DTC and its participants. Each person
owning a beneficial interest in a global security must rely on the procedures
of DTC and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest to exercise any rights
of a holder of debt securities under the indenture.
The laws of some jurisdictions require that certain purchasers of securities
such as debt securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair your ability to acquire or transfer
beneficial interests in the global security.
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<PAGE>
We will make payments on each series of book-entry debt securities to DTC or
its nominee, as the sole registered owner and holder of the global security.
Neither Leggett & Platt, the trustee nor any of their agents will be
responsible or liable for any aspect of DTC's records relating to or payments
made on account of beneficial ownership interests in a global security or for
maintaining, supervising or reviewing any of DTC's records relating to such
beneficial ownership interests.
DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in
"street name") and will be the sole responsibility of such participants.
A global security representing a series will be exchanged for certificated
debt securities of that series only if (x) DTC notifies us that it is unwilling
or unable to continue as depositary or if DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934 (the "1934 Act") and we
don't appoint a successor within 90 days, (y) we decide that the global
security shall be exchangeable or (z) there is an event of default under the
indenture with respect to the debt securities represented by such global
security. If that occurs, we will issue debt securities of that series in
certificated form in exchange for such global security. An owner of a
beneficial interest in the global security then will be entitled to physical
delivery of a certificate for debt securities of such series equal in principal
amount to such beneficial interest and to have such debt securities registered
in its name. We would issue the certificates for such debt securities in
denominations of $1,000 or any larger amount that is an integral multiple
thereof, and we would issue them in registered form only, without coupons.
DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the 1934 Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement
of securities transactions among its participants through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives)
own DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC. No fees
or costs of DTC will be charged to you.
Management of DTC is aware that some computer applications, systems and the
like for processing data ("systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed direct participants and indirect participants and
other members of the financial community (the "industry") that it has developed
and is implementing a program so that its systems, as the same relate to the
timely payment of distributions (including principal and interest payments) to
security holders, book-entry deliveries, and settlement of trades within DTC,
continue to function appropriately. This program includes a technical
assessment and a remediation plan, each of which is complete. Additionally,
DTC's plan includes a testing phase, which is expected to be completed within
appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's direct participants and indirect participants, third party
vendors from whom DTC licenses software and hardware, and third party vendors
on whom DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC
has informed the industry that it is contacting (and will continue to contact)
third
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<PAGE>
party vendors from whom DTC acquires services to: (i) impress upon them the
importance of these services being Year 2000 compliant; and (ii) determine the
extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
contingency plans as it deems appropriate.
According to DTC, the information in the preceding two paragraphs with
respect to DTC has been provided to the industry for informational purposes
only and is not intended to serve as a representation, warranty, or contract
modification of any kind.
Certain restrictive covenants
The indenture does not contain any covenants or provisions designed to
protect the holders of the notes if we enter into a transaction that adversely
affects our debt to equity ratio or many other types of material transactions.
Limitations on liens
Unless we specify otherwise in the applicable prospectus supplement or as
permitted below, neither we nor any subsidiary, will create or have
outstanding, any mortgage, lien, pledge or other encumbrance upon any property,
without providing that the debt securities will be secured equally and ratably
or prior to the debt.
A subsidiary is any corporation, partnership or other entity of which we or
one of our subsidiaries owns more than 50% of equity interest with voting
power.
The limitation on liens does not apply to:
. liens existing on the date of the indenture;
. liens that secure or pay the costs of acquiring, developing,
refurbishing, constructing or improving that property;
. liens on any acquired property existing at the time it is acquired by us,
whether or not we assume the related indebtedness;
. liens on property, shares of capital stock or other assets of a
subsidiary existing at the time it becomes a subsidiary;
. liens securing debt of a subsidiary owed to us or another of our
subsidiaries or securing our debt to a subsidiary;
. liens on any property, shares of stock or assets existing at the time it
is acquired by us, whether by merger, consolidation, purchase, lease or
some other method;
. liens on property which the creditor has recourse only to such property
or proceeds from it;
. liens on property which do not materially detract from its value;
. any extension, renewal or replacement of any of the liens referred to
above;
. liens in connection with legal proceedings with respect to any of our
material property;
. liens for taxes or assessments, landlords' liens, mechanics' liens, or
charges incidental to the conduct of business or ownership of property,
not incurred by borrowing money or securing debt, or not overdue, or
liens we are contesting in good faith, or liens released by deposit or
escrow; and
. liens for penalties, assessments, clean-up costs or other governmental
charges relating to environmental protection matters.
The limitation does not apply to any liens not excluded by the above
examples if at the time and after giving effect to any debt secured by a lien
such liens do not exceed 10% of our consolidated assets.
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"Consolidated assets" is defined to mean the gross book value of our assets and
our subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles. (Section 1003).
Limitations on sale and leaseback
Unless we specify otherwise in the applicable prospectus supplement or as
permitted below, neither we nor any subsidiary of ours will enter into any sale
and leaseback transaction. A sale and leaseback transaction occurs when we or a
subsidiary of ours sell or arranges to sell or transfer a principal property
back to a lender or investor and we or a subsidiary will in turn lease the
principal property back from the lender or investor, except for temporary
leases for a term, including renewals at the option of the lessee, if not more
than three years and except for leases between us and one of our subsidiaries
or between our subsidiaries. A principal property is any of our owned or leased
manufacturing plants located in the United States of America, not including any
plant(s) our board of directors determines are not of material importance to
the business of our company and its subsidiaries taken as a whole.
The restrictions on sale and leaseback transactions do not apply where
either: (a) we or a subsidiary would be entitled to create debt secured by a
lien on the property to be leased in an amount at least equal to "attributable
debt" (as referred to below), without equally and ratably securing the debt
securities, or (b) within a period twelve months before and twelve months after
the consummation of the sale and leaseback transaction, we or one of our
subsidiaries expends on the property, an amount equal to:
. the net proceeds of the sale of the real property leased pursuant to the
transaction and we designate this amount as a credit against the
transaction, or
. part of the net proceeds of the sale of the real property leased pursuant
to the transaction and we designate this amount as a credit against the
transaction and apply an amount equal to the remainder due as described
below.
. Attributable debt is the present value discounted at the interest rate
implicit in the terms of the lease of the lessee's obligation for the
remaining net rent payments due under the remaining term of the lease,
including any effective renewal term or period which may, at the option
of the lessor, be extended.
The limitation on sale and leaseback transactions also does not apply if at
the time of the sale and leaseback:
. we apply, within 90 days of the effective date of any transaction, a cash
amount equal to the attributable debt to retire debt for money we or our
subsidiaries borrowed, not subordinate to the debt securities, which
matures, or is extendible or renewable 12 months after the creation of
the debt at the obligor's sole option without the consent of the obligee.
(Section 1004).
Limitation on consolidations and mergers
We may not consolidate or merge with any other person or convey or transfer
our properties and assets substantially as an entirety to another person or
permit another corporation to merge into us, unless, among other conditions:
. the successor is a corporation, partnership or trust organized and
validly existing under the laws of the United States or any state;
. the successor person, if not us, assumes our obligations on the debt
securities and under the indenture; and
. after giving effect to the transaction and treating any debt which
becomes our obligation as a result of the transaction as incurred by us
at that time, no event of default occurs under the indenture. (Section
801).
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Defeasance
The indenture contains a provision that, unless made inapplicable to any
series of debt securities, permits us to elect (a) to defease and be discharged
from all of our obligations, subject to limited exceptions with respect to any
series of debt securities then outstanding, which we refer to below as "legal
defeasance," or (b) to be released from our obligations under certain
restrictive covenants, including those described above under "Certain
restrictive covenants," which we refer to as "covenant defeasance." To make
either of the above elections, we must:
. deposit in trust with the trustee, money, U.S. government obligations
which through the payment of principal and interest in accordance with
their terms will provide sufficient money without reinvestment, or a
combination of money and U.S. government obligations to repay in full the
series of debt securities and any mandatory sinking fund payments;
. deliver to the trustee an opinion of counsel that holders of the series
of debt securities will not recognize income, gain or loss for federal
income tax purposes as a result of the deposit and related defeasance and
will be subject to federal income tax in the same amount, in the same
manner and at the same times as would have been the case if such deposit
and related defeasance had not occurred; and
. comply with certain other provisions. (Sections 403 and 1005).
Modification of the indenture
Under the indenture our rights and obligations and the rights of the holders
may be modified with the consent of the holders of at least a majority in
principal amount of the then outstanding debt securities of each series
affected by the modification. None of the following modifications, however, is
effective against any holder without the consent of the holders of all of the
affected outstanding debt securities:
. changing the maturity, installment or interest rate of any of the debt
securities;
. reducing the principal amount, any premium or the rate of interest of any
of the debt securities;
. reducing the principal amount of an original issue discount debt security
due and payable upon acceleration of its maturity;
. changing the place for payment of or the currency, currencies or currency
unit or units in which any principal, premium or interest of any of the
debt securities is payable;
. impairing any right to take legal action for an overdue payment;
. reducing the percentage in principal amount of outstanding securities
required to modify or waive compliance with the indenture; or
. with some exceptions, modifying the provisions for the waiver of certain
covenants and defaults and any of the foregoing provisions. (Section
902).
Any actions we or the trustee may take toward adding to our covenants,
adding events of default or establishing the structure or terms of the debt
securities as permitted by the indenture will not require the approval of any
holder of debt securities. In addition, we or the trustee may cure ambiguities
or inconsistencies in the indentures or make other provisions without the
approval of any holder as long as no holder's interests are materially and
adversely affected. (Section 901).
Waiver of certain covenants
The indenture provides that we will not be required to comply with certain
restrictive covenants, including those described above under "Certain
restrictive covenants," if the holders of at least a majority in principal
amount of each series of outstanding debt securities affected waive compliance
with the restrictive covenants. (Section 1006).
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Events of default, notice and waiver
Unless otherwise provided in a prospectus supplement, "Event of default"
when used in the indenture, will mean any of the following in relation to a
series of debt securities:
. failure to pay interest on any debt security for 30 days after the
interest becomes due;
. failure to pay the principal on any debt security when due;
. failure to deposit any sinking fund payment for 30 days after such
payment becomes due;
. failure to perform or breach of any other covenant or warranty in the
indenture that continues for 60 days after the trustee or the holders of
at least 25% in principal amount of the outstanding debt securities of
the series notifies us of the failure or breach;
. default as defined under any other debt instrument with an outstanding
amount due exceeding $50,000,000 that is accelerated and that continues
10 days without being discharged or the acceleration being rescinded
after the trustee or the holders of at least 25% in principal amount of
the outstanding debt securities of the series notifies us of the
acceleration;
. certain events of bankruptcy, insolvency or reorganization; or
. any other event of default provided for debt securities of that series.
(Section 501).
If any event of default relating to outstanding debt securities of any
series occurs and is continuing, either the trustee or holders of at least 25%
in principal amount of the then outstanding debt securities of that series may
declare the principal of all of the outstanding debt securities of such series
to be due and immediately payable in most circumstances. At any time after an
acceleration of any debt securities of a series is made, but before a judgment
for payment of money is obtained, the holders of at least a majority in
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind such acceleration. (Section 502).
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or of
exercising any trust or power conferred on the trustee, with respect to the
debt securities of that series. The trustee may act in any way that is
consistent with those directions and may decline to act if any of the
directions is contrary to law or to the indenture or would involve the trustee
in personal liability. (Section 512).
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may on behalf of the holders of all of the
outstanding debt securities of the series waive any past default (and its
consequences) under the indenture relating to the series, except a default (a)
in the payment of the principal of or any premium or interest on any of the
debt securities of the series or (b) with respect to a covenant or provision of
such indenture which, under the terms of such indenture cannot be modified or
amended without the consent of the holders of all of the outstanding debt
securities of the series affected. (Section 513).
The indenture contains provisions entitling the trustee, subject to the duty
of the trustee during an event of default to act with the required standard of
care, to be indemnified by the holders of the debt securities of the relevant
series before proceeding to exercise any right or power under the indenture at
the request of those holders. (Section 603(e)).
The indenture requires the trustee to, within 90 days after the occurrence
of a default known to it with respect to any series of outstanding debt
securities, give the holders of that series notice of the default if uncured
and unwaived. The trustee may withhold this notice if it in good faith
determines that the withholding of this notice is in the interest of those
holders, however, the trustee may not withhold this notice in the case of a
default in payment of principal, premium, interest or sinking fund installment
with respect to any debt securities of the series. The above notice shall not
be given until at least 30 days after the occurrence of a default in the
performance of or a breach of a covenant or warranty in the indenture other
than a covenant to
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make payment. The term "default" for the purpose of this provision means any
event that is, or after notice or lapse of time, or both, would become, an
event of default with respect to the debt securities of that series. (Section
602).
The indenture requires us to file annually with the trustee a certificate,
executed by one of our officers, indicating whether the officer has knowledge
of any default under the indenture. (Section 704(4)).
Notices
Notices to holders of debt securities will be sent by mail to the addresses
of those holders as they appear in the security register. (Section 106).
Replacement of securities
We will replace any mutilated debt security at the expense of the holder
upon surrender of the mutilated debt security to the trustee. We will replace
debt securities that are destroyed, stolen or lost at the expense of the holder
upon delivery to the trustee of evidence of the destruction, loss or theft of
the debt securities satisfactory to us and to the trustee. In the case of a
destroyed, lost or stolen debt security, an indemnity satisfactory to the
trustee and us may be required at the expense of the holder of the debt
security before a replacement debt security will be issued. (Section 306).
Governing law
The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 112).
The trustee
The Chase Manhattan Bank is trustee under the indenture. The trustee
participates in at least one of our credit agreements and has other customary
banking relationships with us and our affiliates.
Plan of distribution
We may sell the debt securities (a) through underwriters or dealers; (b)
directly to one or a limited number of institutional purchasers; or (c) through
agents. This prospectus or the applicable prospectus supplement will set forth
the terms of the offering of any debt securities, including the name or names
of any underwriters, dealers or agents, the price of the offered securities and
the net proceeds to us from such sale, any underwriting commissions or other
items constituting underwriters' compensation.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
debt securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
investment banking firms or others, as designated. Unless otherwise set forth
in the applicable prospectus supplement, the obligations of the underwriters or
agents to purchase the debt securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the debt
securities if any are purchased. Any initial public offering price and any
underwriting commissions or other items constituting underwriters' compensation
may be changed from time to time.
If a dealer is used in the sale of any debt securities, we will sell those
debt securities to the dealer, as principal. The dealer may then resell the
debt securities to the public at varying prices to be determined by the dealer
at the time of resale.
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We may sell debt securities directly to one or more institutional
purchasers, or through agents at a fixed price or prices, which may be changed,
or at varying prices determined at time of sale. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable efforts
basis for the period of its appointment.
If an applicable prospectus supplement indicates, we will authorize agents,
underwriters or dealers to solicit offers by certain specified institutions to
purchase debt securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment
and delivery on a specified date in the future. These contracts will be subject
only to those conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for solicitation of
the contracts.
The debt securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom debt securities
are sold by us for public offering and sale may make a market in the debt
securities. The underwriters or agents are not obligated to make a market in
the debt securities and may discontinue market making at any time without
notice. We cannot predict the liquidity of the trading market for any debt
securities.
Under agreements entered into with us, agents and underwriters who
participate in the distribution of the debt securities may be entitled to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the agents or underwriters may be required to make. Agents and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
Experts
PricewaterhouseCoopers LLP, independent auditors, have audited our
consolidated financial statements and schedule included in our Annual Report on
Form 10-K for the year ended December 31, 1998, as set forth in their report,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements and schedule are incorporated
by reference in reliance on PricewaterhouseCoopers LLP's report given on their
authority as experts in accounting and auditing.
Where you can find more information about Leggett & Platt, Incorporated
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.,
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov. You may also obtain copies of our SEC
filings at The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 (File No. 1-7845) until we sell all of the
debt securities.
(a) Our Annual Report on Form 10-K for the year ended December 31, 1998;
and
(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
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You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Investor Relations
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, MO 64836
(417) 358-8131
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where an offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the applicable
document.
14
<PAGE>
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No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Leggett & Platt, Incorporated.............................................. S-2
Forward-Looking Statements................................................. S-4
Selected Financial Information............................................. S-5
Recent Developments........................................................ S-6
Use of Proceeds............................................................ S-6
Capitalization............................................................. S-7
Ratio of Earnings to Fixed Charges......................................... S-7
Description of Notes....................................................... S-8
Legal Matters.............................................................. S-9
Underwriting............................................................... S-10
Prospectus
Leggett & Platt, Incorporated.............................................. 3
Cautionary statement regarding forward-looking statements.................. 3
Ratio of earnings to fixed charges......................................... 4
Use of proceeds............................................................ 4
Description of debt securities............................................. 4
Plan of distribution....................................................... 12
Experts.................................................................... 13
Where you can find more information about Leggett & Platt, Incorporated.... 13
</TABLE>
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$350,000,000
Leggett & Platt, Incorporated
% Notes
due February 15, 2005
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[LEGGETT & PLATT LOGO]
[LEGGETT & PLATT LOGO]
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Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Merrill Lynch & Co.
First Union Capital Markets Corp.
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