View:
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)
CALCULATION OF REGISTRATION FEE
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
_______________________________________________________________ ___________________________________
Common Stock,
$.01 par value
and attached
Preferred Stock
Purchase Rights 3,000,000 shares $14.594 $43,782,000 $11,559.00
(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.
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
Exhibit 5
Exhibit 23(b)
September 28, 2000
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Leggett & Platt, Incorporated 1989 Discount Stock Plan
Form S-8 Registration Statement
Our File No.: 3-18-tba
Gentlemen:
As Vice President, General Counsel and Secretary of Leggett & Platt,
Incorporated (the "Company"), I have acted on its behalf in connection with
the preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement") relating to 3,000,000 shares of the
Company's Common Stock, $.01 par value (the "Shares"), and the Preferred
Stock Purchase Rights (the "Rights") attached to the Shares, to be issued
in accordance with the terms of the 1989 Discount Stock Plan (the "Plan").
In this connection, I have examined the following documents:
(i) Copy of the Restated Articles of Incorporation of the Company;
(ii) Copies of the Bylaws of the Company, as amended to date;
(iii) Minutes of the meetings of the Board of Directors and Shareholders
of the Company;
(iv) Copy of the Plan as amended and restated in its entirety effective
May 12, 1999;
(v) The Registration Statement and all exhibits thereto.
I have also examined such other documents as I deemed necessary to
the expression of the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly organized, validly existing and in good
standing under the laws of the State of Missouri.
(2) The Company has an authorized capitalization as set forth in the
Registration Statement;
(3) The Plan has been duly created and adopted by the Board of Directors
of the Company and has been duly approved by the Shareholders of the
Company and is a legal, valid and binding obligation of the Company
enforceable in accordance with its terms;
(4) The issuance of Shares pursuant to the Plan has been duly and validly
authorized by the necessary corporate action; and
(5) The Shares when issued in accordance with the terms of the Plan will
be validly issued, fully paid and assessable.
I hereby consent to the use of my name in the Registration Statement and
in the related Prospectus and to the use of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
LEGGETT & PLATT, INCORPORATED
/s/ JOHN A. LYCKMAN
John A. Lyckman
Assistant General Counsel
JAL/slk
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 2000, relating to the
financial statements of Leggett & Platt Incorporated, which appears in
Leggett & Platt, Incorporated's Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
September 29, 2000