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As filed with the Securities and Exchange Commission on February 3, 2000
Registration Statement No. 333-90443
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LEGGETT & PLATT, INCORPORATED
(Exact name of Registrant as specified in its charter)
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Missouri 44-0324630
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 offices)
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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)
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Copies to:
R. Randall Wang, Esq. Jonathan Birenbaum, Esq.
Bryan Cave LLP Paul, Hastings, Janofsky &
211 N. Broadway Walker LLP
St. Louis, MO 63102-2750 1055 Washington Blvd.
(314) 259-2000 Stamford, CT 06901-2217
(203) 961-7400
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Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
Continued on next page
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [X] No. 333-90443
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [X]
Explanatory Note
This Post-Effective Amendment No. 2 to Registration Statement on Form S-3
(No. 333-90443) is filed pursuant to Rule 462(d) solely to amend certain
exhibits previously filed with the Registration Statement and, accordingly,
shall become effective immediately upon filing with the Securities and Exchange
Commission.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement................................. $139,000
Legal Fees and Expenses............................................... $125,000
Accounting Fees and Expenses.......................................... $ 11,000
Trustee's Fees and Expenses........................................... $ 13,500
Printing and Engraving Fees........................................... $ 15,000
Rating Agency Fees.................................................... $200,000
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Total............................................................... $503,500
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</TABLE>
All of the above amounts, other than the Commission filing fee, are
estimates only.
Item 15. Indemnification of Directors and Officers.
Under the Company's Restated Articles of Incorporation and Missouri
corporation laws, each of the present and former directors and officers of the
Company may be entitled to indemnification under certain circumstances from
certain liabilities, claims and expenses arising from any threatened, pending
or completed action, suit or proceeding (including any such action, suit or
proceeding arising under the Securities Act of 1933 as amended), to which they
are made a party by reason of the fact that he is or was a director or officer
of the Company.
The Company insures its directors and officers against certain liabilities
and has insurance against certain payments which it may be obliged to make to
such persons under the indemnification provisions of its Restated Articles of
Incorporation.
In the Distribution Agreement, a form which is filed as Exhibit 1.1 hereto,
the Agents will agree to indemnify, under certain conditions, Leggett & Platt,
its directors, certain of its officers and persons who control Leggett & Platt
within the meaning of the Securities Act of 1933, against certain liabilities.
In the Underwriting Agreement, a form which is filed as Exhibit 1.2 hereto,
the Underwriters will agree to indemnify, under certain conditions, Leggett &
Platt, its directors, certain of its officers and persons who control Leggett &
Platt within the meaning of the Securities Act of 1933, against certain
liabilities.
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
*1.1 Form of Distribution Agreement, dated as of November 24, 1999 between
the Company and Bear, Stearns & Co. Inc., Chase Securities Inc., and
Goldman, Sachs & Co.
***1.2 Form of Underwriting Agreement.
*4.1 Form of Indenture, dated as of November 24, 1999 between the Company
and The Chase Manhattan Bank, as Trustee.
4.2 Form of Debt Security (included in exhibit 4.1).
*4.3 Form of Fixed Rate Note.
*4.4 Form of Floating Rate Note.
*5.1 Opinion of Ernest C. Jett, Vice President, General Counsel and
Secretary of the Company.
*8.1 Opinion of Bryan Cave LLP as to certain tax matters.
**12 Computation of Ratios of Earnings to Fixed Charges.
*23.1 Consent of PriceWaterhouseCoopers LLP.
*23.2 Consent of Ernest C. Jett, Vice President, General Counsel and
Secretary of the Company (included as
part of Exhibit 5).
*24 Power of Attorney (included on signature page).
*25 Form T-1 Statement of Eligibility and Qualification of Trustee under
the Trust Indenture Act of 1939.
</TABLE>
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* Previously filed
** Filed herewith
*** To be filed by amendment
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Item 17. 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% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement and
(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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liabilities under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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(D) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement (No. 333-90443) to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Carthage, State of Missouri, on the 3rd day of February, 2000.
LEGGETT & PLATT, INCORPORATED
By: /s/ Ernest C. Jett
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Ernest C. Jett
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities indicated on the 3rd day of
February, 2000.
<TABLE>
<CAPTION>
Signature Title
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<C> <S>
/s/ Felix E. Wright* Vice Chairman of the Board, Chief Executive
______________________________________ Officer and President, Director (Principal
Felix E. Wright Executive Officer)
/s/ Michael A. Glauber* Senior Vice President, Finance &
______________________________________ Administration (Principal Financial
Michael A. Glauber Officer)
/s/ Allan J. Ross* Vice President--Accounting (Principal
______________________________________ Accounting Officer)
Allan J. Ross
/s/ Harry M. Cornell, Jr.* Chairman of the Board
______________________________________
Harry M. Cornell, Jr.
/s/ Raymond F. Bentele* Director
______________________________________
Raymond F. Bentele
/s/ Robert Ted Enloe, III* Director
______________________________________
Robert Ted Enloe, III
/s/ Richard T. Fisher* Director
______________________________________
Richard T. Fisher
Director
______________________________________
Bob L. Gaddy
/s/ David S. Haffner* Director
______________________________________
David S. Haffner
/s/ Thomas A. Hays* Director
______________________________________
Thomas A. Hays
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Director
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Robert A. Jefferies, Jr.
/s/ Alexander M. Levine* Director
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Alexander M. Levine
/s/ Richard L. Pearsall* Director
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Richard L. Pearsall
Director
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Duane W. Potter
/s/ Maurice E. Purnell, Jr.* Director
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Maurice E. Purnell, Jr.
/s/ Alice L. Walton* Director
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Alice L. Walton
</TABLE>
/s/ Ernest C. Jett
*By: -----------------------
Ernest C. Jett
Attorney-in-fact
(Pursuant to Power of
Attorney
Dated November 5, 1999)
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EXHIBIT 12
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in million of dollars)
<TABLE>
<CAPTION>
Pro Forma
Nine months Pro Forma Nine months
ended Year ended ended Year ended
September 30, December 31, September 30, December 31,
1999 1998 1999 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Earnings
Income from continuing operations
before income taxes $ 344.2 $ 395.6 $344.2 $ 395.6 $ 333.3 $ 249.7 $ 220.6 $ 196.3
Interest expense (excluding
amount capitalized) 56.1 62.0 30.5 38.5 31.8 30.0 30.4 26.0
Portion of rental expense under
operating leases representative
of an interest factor 5.0 6.7 5.0 6.7 6.1 5.5 5.1 4.7
------- ------- ------ ------- ------- ------- ------- -------
Total earnings $ 405.3 $ 464.3 $379.7 $ 440.8 $ 371.2 $ 285.2 $ 256.1 $ 227.0
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Fixed charges
Interest expense
(including amount capitalized) $ 56.8 $ 62.7 $ 31.2 $ 39.2 $ 32.7 $ 31.0 $ 31.4 $ 26.6
Portion of rental expense under
operating leases representative
of an interest factor 5.0 6.7 5.0 6.7 6.1 5.5 5.1 4.7
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Total fixed charges $ 61.8 $ 69.4 $ 36.2 $ 45.9 $ 38.8 $ 36.5 $ 36.5 $ 31.3
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Ratio of earnings to fixed charges 6.6 6.7 10.5 9.6 9.6 7.8 7.0 7.3
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</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.
