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) August 19, 2014
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 7.01 | Regulation FD Disclosure. |
On August 19, 2014, the Company issued a press release regarding (i) the tentative settlement of the polyurethane foam direct purchaser class claims filed against it in the U.S. District Court for the Northern District of Ohio under the name In re: Polyurethane Foam Antitrust Litigation, Case No. 1:10-MD-2196, and (ii) the settlement’s impact on forecasted earnings guidance. The press release is attached hereto and incorporated herein by reference as Exhibit 99.1.
| Item 8.01 | Other Events. |
The Company previously disclosed that it is a defendant in a series of civil antitrust lawsuits involving the sale of polyurethane foam. The U.S. cases in federal court are pending in the District Court for the Northern District of Ohio under the name In re: Polyurethane Foam Antitrust Litigation, Case No. 1:10-MD-2196. We have reached a tentative settlement in the U.S. direct purchaser class action cases by agreeing to pay an aggregate amount of $39.8 million, inclusive of plaintiff attorneys’ fees and costs. We continue to deny all allegations in all of the cases, but have settled the direct purchaser class cases to avoid the risk, uncertainty, expense and distraction of litigation. The settlement is subject to Court approval.
We expect to record a $39.8 million (pre-tax) accrual for the settlement in the third quarter. Since the payment would be partially attributable to our former Prime Foam Products business, which was sold in the first quarter of 2007, approximately one-quarter of the charge is expected to be reflected in discontinued operations.
Leggett remains a defendant in all other previously disclosed antitrust cases involving the sale of polyurethane foam. Because of the complexity involved in the remaining cases, including the pendency of appellate proceedings with respect to one of the remaining cases, we are unable to reasonably determine the probable outcome or the amount of loss, or range of loss, if any, associated with these cases. However, based on current facts known to us, we believe the remaining cases collectively represent lower total sales of polyurethane foam from us than the cases included in the settlement.
FORWARD-LOOKING STATEMENTS: Statements in this Item 8.01 that are not historical in nature are “forward-looking.” These statements are identified either by the context in which they appear or by use of words such as “expected” or “expects.” These statements involve uncertainties and risks, including the risks of litigation, the preliminary nature of the portion of the litigation accrual attributable to discontinued operations and other factors described in the company’s Form 10-K. Any forward-looking statement reflects only the company’s beliefs when the statement is made. Actual results could differ materially from expectations, and the company undertakes no duty to update these statements.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1* | Press Release, dated August 19, 2014 | |
| * | Denotes filed herewith. |
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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: August 19 , 2014 | By: | /s/ JOHN G. MOORE | ||
| John G. Moore | ||||
| Senior Vice President – | ||||
| Chief Legal & HR Officer and Secretary | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1* | Press Release dated August 19, 2014 | |
| * | Denotes filed herewith. |
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Exhibit 99.1
|
|
FOR IMMEDIATE RELEASE: AUGUST 19, 2014
LEGGETT & PLATT REACHES TENTATIVE SETTLEMENT OF ANTITRUST CLAIMS
Carthage, MO, August 19, 2014 —
| • | Tentative agreement reached to settle U.S. polyurethane foam direct purchaser class portion of antitrust cases for $39.8 million (pre-tax) |
| • | 3Q EPS impact expected to be approximately $.18 per share |
| • | The company denies all allegations, but has settled to avoid the uncertainty, expense and distraction of litigation |
| • | Apart from this charge, Leggett reiterated its 2014 EPS guidance issued in July |
Leggett & Platt expects to record a $39.8 million (pre-tax), or approximate $.18 per share, third quarter accrual for the settlement of the U.S. direct purchaser class portion of the polyurethane foam antitrust claims filed against the company and numerous other defendants. This claim is partially related to the former Prime Foam Products business, which was sold in the first quarter of 2007. Accordingly, approximately one-quarter of the charge is expected to be reflected in discontinued operations. Apart from this charge, the company reiterated the underlying full year EPS guidance issued in July.
As previously disclosed, Leggett & Platt, along with many other companies, is a defendant in a series of civil antitrust lawsuits involving the sale of polyurethane foam. The company continues to deny all allegations in all of the cases, but has reached a tentative settlement in the U.S. direct purchaser class cases to avoid the uncertainty, expense and distraction of litigation. The company has agreed to pay a total amount of $39.8 million, including plaintiff attorneys’ fees and costs. The settlement is subject to Court approval.
Leggett remains a defendant in other previously disclosed antitrust cases involving the sale of polyurethane foam. Because of the complexity involved in the remaining cases, we are unable to reasonably determine the probable outcome or the amount of loss, or range of loss associated with these cases. However, we believe the remaining cases collectively represent lower total sales of polyurethane foam from Leggett & Platt than the cases included in this settlement.
FOR MORE INFORMATION: Visit Leggett’s website at www.leggett.com.
COMPANY DESCRIPTION: Leggett & Platt (NYSE: LEG) is a diversified manufacturer (and member of the S&P 500) that conceives, designs and produces a variety of engineered components and products that can be found in most homes, offices, and automobiles. The 131-year-old firm is comprised of 19 business units, 19,000 employee-partners, and 130 manufacturing facilities located in 18 countries.
Leggett & Platt is the leading U.S. manufacturer of: a) components for residential furniture and bedding; b) office furniture components; c) drawn steel wire; d) automotive seat support and lumbar systems; e) carpet underlay; f) adjustable bed bases; and g) bedding industry machinery.
FORWARD-LOOKING STATEMENTS: Statements in this release that are not historical in nature are “forward-looking.” These statements are identified either by the context in which they appear or by use of words such as “expected” or “expects.” These statements involve uncertainties and risks, including the preliminary nature of estimates related to goodwill impairment and the possibility that the estimates may change as the company’s analysis develops and additional information is obtained, the possibility of long-lived asset impairment associated with the Store Fixtures business, the pursuit of different strategic alternatives for the Store Fixtures business, the company’s ability to improve operations and realize cost savings, price and product competition from foreign and domestic competitors, changes in demand for the company’s products, cost and availability of raw materials and labor, fuel and energy
costs, future growth of acquired companies, general economic conditions, foreign currency fluctuation, litigation risks, and other factors described in the company’s Form 10-K. Any forward-looking statement reflects only the company’s beliefs when the statement is made. Actual results could differ materially from expectations, and the company undertakes no duty to update these statements.
CONTACT: Investor Relations, (417) 358-8131 or invest@leggett.com
- David M. DeSonier, Senior Vice President of Strategy and Investor Relations
- Susan R. McCoy, Staff Vice President of Investor Relations
P. O. BOX 757 • NO. 1 LEGGETT ROAD • CARTHAGE, MISSOURI 64836-0757 • 417/358-8131
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