As Filed with the Securities and Exchange Commission on September 1, 2000
Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------
LEGGETT & PLATT, INCORPORATED
(Exact Name Of Registrant As Specified In Its Charter)
Missouri
(State or other jurisdiction of
incorporation or organization)
44-0324630
(I.R.S. Employer
Identification No.)
No. 1 Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Address, including zip code, and telephone number,
including area code of, registrant's principal executive office)
----------------------------------------------------------------
LEGGETT & PLATT, INCORPORATED 401(k) PLAN
(Full Title of the Plan)
ERNEST C. JETT
Vice President, General Counsel and Secretary
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum
Title of Amount Proposed Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Price Registration
Registered Registered Per Share(2) Per Share(2) Fee(3)
===============================================================================================
Common Stock, $0.01 500,000 shares(1) $17.5935 $8,796,750 $2,322.34
par value per share(1)
=============================================================================================
Preferred Stock
Purchase Rights(3) 500,000 N/A N/A N/A
=============================================================================================
<FN>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable pursuant to antidilution
provisions. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) based on the average of the
high and low prices for the Common Stock on August 30, 2000, as
reported by The Wall Street Journal.
(3) Each share of Common Stock issued also currently represents one
Preferred Stock Purchase Right. Such Rights cannot currently trade
separately from the underlying Common Stock and therefore do not carry
a separate price or necessitate an additional registration fee.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:
(a) Leggett & Platt, Incorporated's ("Leggett & Platt" or the
"Company") Annual Report on Form 10-K for the year ended December 31,
1999 (File No. 1-7845);
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000, filed on May 12, 2000 (File No.
1-7845);
(c) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000, filed on August 11, 2000 (File
No. 1-7845);
(d) The Company's Current Report on Form 8-K filed on February
2, 2000 (File No. 1-7845);
(e) The description of the Company's common stock contained in
Form 8-A dated June 5, 1979, as amended on Form 8 dated May 10, 1984,
including any amendments or reports filed for the purpose of updating
such description.
(f) The description of the Company's Preferred Stock Purchase
Rights contained in Form 8 dated January 25, 1999, including any
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by Leggett & Platt and the Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934 (the "1934 Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated, or deemed to be
incorporated, by reference herein, shall be deemed to be modified or superseded
for purposes hereof 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 hereof.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
1934 Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Missouri corporation. Section 351.355.1 of the
Revised Statutes of Missouri provides that a corporation may indemnify a
director, officer, employee or agent of the corporation in any action, suit or
proceeding other than an action by or in the right of the corporation, against
expenses (including attorneys' fees), judgments, fines and settlement amounts
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful. Section 351.355.2 provides that the corporation may indemnify any such
person in any action or suit by or in the right of the corporation against
expenses (including attorneys' fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any claim, issue or matter in which he has
been adjudged liable for negligence or misconduct in the performance of his duty
II-1
<PAGE>
to the corporation, unless authorized by the court. Section 351.355.3 provides
that a corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
action, suit or proceeding if he has been successful in defense of such action,
suit or proceeding and if such action, suit or proceeding is one for which the
corporation may indemnify him under Section 351.355.1 or 351.355.2. Section
351.355.7 provides that a corporation shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise authorized
under Section 351.355, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of incorporation of the corporation or
any duly adopted amendment thereof or (ii) is authorized, directed or provided
for in any bylaw or agreement of the corporation which has been adopted by a
vote of the shareholders of the corporation, provided that no such indemnity
shall indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct.
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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
The Registrant undertakes that it will submit the Plan and any
amendment to the Internal Revenue Service (the "IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or Form
F-3, and the information required to be included in a post-effective
II-2
<PAGE>
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the 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 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.
(c) 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 foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Carthage, State of Missouri on the 1st day of
September, 2000.
LEGGETT & PLATT, INCORPORATED
By: /s/ Michael A. Glauber
--------------------------------------
Michael A. Glauber, Senior Vice
President - Finance and Administration
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Harry M. Cornell, Jr., Michael A. Glauber, Robert A. Jefferies, Jr., and Ernest
C. Jett, or any one of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement and to file the same, with all
exhibits thereto and all 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
requisite and necessary to be done in and about the premises, as fully as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Felix E. Wright Vice Chairman of the Board, President and
-------------------------------------------- Chief Executive Officer; and Director September 1, 2000
Felix E. Wright (Principal Executive Officer)
/s/ Michael A. Glauber Senior Vice President - Finance September 1, 2000
-------------------------------------------- and Administration (Principal
Michael A. Glauber Financial Officer)
/s/ Allan J. Ross Vice President - Accounting September 1, 2000
-------------------------------------------- (Principal Accounting Officer)
Allan J. Ross
/s/ Harry M. Cornell, Jr. Chairman of the Board September 1, 2000
--------------------------------------------
Harry M. Cornell, Jr.
/s/ Raymond F. Bentele Director September 1, 2000
--------------------------------------------
Raymond F. Bentele
Director September 1, 2000
--------------------------------------------
Robert Ted Enloe, III
II-4
<PAGE>
/s/ Richard T. Fisher Director September 1, 2000
--------------------------------------------
Richard T. Fisher
Senior Vice President;
-------------------------------------------- Chairman and Chief Executive
Bob L. Gaddy Officer - Aluminum Products Segment;
Director September 1, 2000
/s/ David S. Haffner Executive Vice President and Chief
-------------------------------------------- Operating Officer; Director September 1, 2000
David S. Haffner
/s/ Thomas A. Hays Director September 1, 2000
--------------------------------------------
Thomas A. Hays
Senior Vice President -
-------------------------------------------- Mergers, Acquisitions and
Robert A. Jefferies, Jr. Strategic Planning; Director September 1, 2000
/s/ Alexander M. Levine Director September 1, 2000
--------------------------------------------
Alexander M. Levine
/s/ Ralph W. Clark
-------------------------------------------- Director September 1, 2000
Ralph W. Clark
Senior Vice President; Director September 1, 2000
--------------------------------------------
Duane W. Potter
/s/ Maurice E. Purnell, Jr. Director September 1, 2000
--------------------------------------------
Maurice E. Purnell, Jr.
/s/ Alice L. Walton Director September 1, 2000
--------------------------------------------
Alice L. Walton
</TABLE>
II-5
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
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 September 1, 2000.
LEGGETT & PLATT, INCORPORATED FROZEN 401(K)
PLAN
By: /s/ Michael A. Glauber
---------------------------------------
Michael A. Glauber, Senior Vice
President - Finance and Administration
and Authorized Officer of the Plan
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Restated Articles of Incorporation as of May 13, 1987,
incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-7845).
4.2 Amendment to Restated Articles of Incorporation dated May
12, 1993, incorporated by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-7845).
4.3 Amendment to Restated Articles of Incorporation dated May
16, 1999, incorporated by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-7845).
4.4 By-Laws of the Company with all amendments through March
15, 1999, incorporated by reference to Exhibit 3.3 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-7845).
4.5 Rights Agreement dated as of February 15, 1999 between the
Registrant and ChaseMellon Shareholder Services, LLC, as
Rights Agent, which includes the form of Certificate of
Designations, setting forth the terms of the Series A
Junior Participating Preferred Stock, no par value, as
Exhibit A, the form of Rights Certificate as Exhibit B,
and the Summary of Preferred Stock Purchase Rights as
Exhibit C, incorporated by reference to Exhibit 1 to the
Registrant's Current Report on Form 8-K filed December 1,
1998 (File No. 1-7845).
23.1 Consent of Independent Accountants.
24.1 Power of Attorney executed by members of the Company's
Board of Directors regarding this Form S-8 (included on
signature page).
II-7
