As filed with the Securities and Exchange Commission on September 28, 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 No. 1 Leggett Road 44-0324630
(State or other jurisdiction Carthage, Missouri 64836 (I.R.S. Employer
of incorporation or (417) 358-8131 Identification No.)
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1989 DISCOUNT STOCK PLAN
(Full Title of the Plan)
John A. Lyckman
Assistant General Counsel
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share(1) Price (1) Registration Fee
_______________________________________________________________ ___________________________________
<S>
<C> <C> <C> <C> <C>
Common Stock,
$.01 par value
and attached
Preferred Stock
Purchase Rights 3,000,000 shares $14.594 $43,782,000 $11,559.00
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457, based upon the average of the high and low prices of Registrant's Common
Stock on September 26, 2000 on the New York Stock Exchange Composite Tape of $14,594.
</FN>
</TABLE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been previously filed by the Company with the
Commission and are incorporated by reference into this Prospectus:
(1) The contents of Registration Statement File No. 33-44224.
(2) The contents of Registration Statement File No. 33-45336.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carthage, State of Missouri, on the 28th day
of September, 2000.
LEGGETT & PLATT, INCORPORATED
By: /s/ FELIX E. WRIGHT
Felix E. Wright
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
(a) Principal Executive Officer:
/s/ FELIX E. WRIGHT Vice Chairman September 28, 2000
Felix E. Wright of the Board, President
and Chief Executive Officer and Director
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, September 28, 2000
Michael A. Glauber Finance & Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President - September 28, 2000
Allan J. Ross Accounting
(d) Directors:
/s/ RAYMOND F. BENTELE* Director September 28, 2000
Raymond F. Bentele
Ralph W. Clark Director __________________
/s/ R. TED ENLOE, III* Director September 28, 2000
R. Ted Enloe, III
/s/ RICHARD T. FISHER* Director September 28, 2000
Richard T. Fisher
/s/ BOB L. GADDY* Director September 28, 2000
Bob L. Gaddy
/s/ DAVID S. HAFFNER* Director September 28, 2000
David S. Haffner
/s/ THOMAS A. HAYS* Director September 28, 2000
Thomas A. Hays
/s/ ROBERT A. JEFFERIES, JR.* Director September 28, 2000
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE* Director September 28, 2000
Alexander M. Levine
/s/ DUANE W. POTTER* Director September 28, 2000
Duane W. Potter
/s/ MAURICE E. PURNELL, JR.* Director September 28, 2000
Maurice E. Purnell, Jr.
/s/ ALICE L. WALTON* Director September 28, 2000
Alice L. Walton
/s/ FELIX E. WRIGHT* Director September 28, 2000
Felix E. Wright
*By: /s/ ERNEST C. JETT
Ernest C. Jett
Under Power-of-Attorney dated March 28, 2000.
EXHIBIT INDEX
Exhibit Number Description
4 Leggett & Platt, Incorporated 1989 Discount Stock Plan, as
amended and restated in its entirety effective May 12, 1999;
reference is made to Appendix A to Registrant's definitive
Proxy Statement dated March 31, 1999 used in conjunction with
Registrant's Annual Meeting of Shareholders held on
May 12, 1999.
5 Opinion of John A. Lyckman, Esq., Assistant General Counsel to
Registrant
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of John A. Lyckman, Esq., Assistant General Counsel to
Registrant (contained within Opinion of Counsel, Exhibit 5)
24 Power of Attorney executed by members of the Company's Board of Directors
regarding the Form 10-K and certain registration statements; reference
is made to the Registrant's Form 10-K for the fiscal year ended
December 31, 1999
