UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 2, 2005
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
| Missouri | 001-07845 | 44-0324630 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| No. 1 Leggett Road, Carthage, MO | 64836 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 417-358-8131
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On November 2, 2005, the Board of Directors amended the Company’s existing share repurchase authorization to repurchase shares of the Company’s $.01 par value common stock from 10,000,000 shares up to 15,000,000 shares during calendar year 2005. Beginning January 1, 2006, this repurchase authorization will return to the 10,000,000 share per year level, and will automatically renew each successive January 1 at the 10,000,000 share level, unless otherwise amended or repealed by the Board of Directors. A specific repurchase schedule has not been established under the authorization. The amount and timing of repurchases will depend upon economic and market conditions, acquisition activity and other factors. The share purchase authorization is discussed in the Company’s press release, dated November 2, 2005, attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release, dated November 2, 2005 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED | ||||
| Date: November 3, 2005 | By: | /s/ Ernest C. Jett | ||
| Ernest C. Jett | ||||
| Senior Vice President, General Counsel and Secretary | ||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 2, 2005 |
Exhibit 99.1
FOR IMMEDIATE RELEASE: NOVEMBER 2, 2005
LEGGETT’S BOARD INCREASES SHARE REPURCHASE AUTHORIZATION
Carthage, MO, November 2, 2005 —
| • | Leggett’s Board increased the 2005 share repurchase authorization by 50%, to 15 million shares. |
| • | During 2005 the company has, so far, repurchased 8.3 million, or 4.2%, of its shares. |
| • | Authorization for 2006 and thereafter remains unchanged at 10 million shares annually. |
| • | Net debt-to-cap could reach the 30% level by year end. |
Diversified manufacturer Leggett & Platt’s Board of Directors approved a 50% increase in the number of shares the company may repurchase in 2005. The previous limit of 10 million shares was increased to 15 million shares. As of today, the company had repurchased 8.3 million shares during 2005, including the purchase of 4.3 million shares within the last seven weeks. The higher authorization allows the company to continue purchasing shares at an accelerated pace through the end of this year.
This latest Board authorization affects the calendar year 2005 alone. The Board’s authorization for the purchase of up to 10 million shares in 2006, and for each year thereafter, remains unchanged. As first mentioned in September, 2004, the company’s priority is to use cash to fund internal growth and acquisitions, and to extend its record of annual dividend increases. Any cash that remains may be used to repurchase shares; however, the repurchase of shares will fluctuate with earnings, capital spending, the pace of acquisitions, share price and debt issuance.
In September, 2004, Leggett also stated its intention to increase net debt(1) (as a percent of total net capital) back toward the low end of its long-term target range of 30%-40% while maintaining its longstanding “A” credit rating. Net debt-to-cap was 21.9% at the end of 2004. Given recent acquisitions and share repurchase activity, net debt-to-cap could reach the 30% level by year end.
| (1) | Net Debt = Long Term Debt + Current Debt Maturities - Cash & Equivalents. Net Capital = Net Debt + Deferred Taxes and Other Liabilities + Shareholders’ Equity. These adjustments enable meaningful comparison to historical periods. |
FOR MORE INFORMATION: Visit Leggett’s website at www.leggett.com.
COMPANY DESCRIPTION: Leggett & Platt (NYSE: LEG) is a Fortune 500 diversified manufacturer that conceives, designs and produces a broad variety of engineered components and products that can be found in virtually every home, office, retail store, and automobile. The company serves a broad suite of customers that comprise a “Who’s Who” of U.S. manufacturers and retailers. The 122-year-old firm is composed of 29 business units, 33,000 employee-partners, and more than 300 facilities located in over 20 countries.
Leggett & Platt is North America’s leading independent manufacturer of the following: a) components for residential furniture and bedding; b) retail store fixtures and point of purchase displays; c) components for office furniture; d) non-automotive aluminum die castings; e) drawn steel wire; f) automotive seat support and lumbar systems; g) carpet underlay; h) adjustable beds; and i) bedding industry machinery for wire forming, sewing and quilting.
CONTACT: Investor Relations, (417) 358-8131 or invest@leggett.com
David M. DeSonier, Vice President, or Susan R. McCoy, Director