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Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 44-0324630
(State of Incorporation) (IRS Employer Identification No.)
No. 1 -- Leggett Road
Carthage, Missouri 64836
(Address of Principal Executive Offices)
1989 FLEXIBLE STOCK PLAN
(Full Title of the Plan)
JOHN A. LYCKMAN
Assistant General Counsel & Assistant Secretary
LEGGETT & PLATT, INCORPORATED
No. 1 -- Leggett Road
Carthage, Missouri 64836
(Name and Address of Agent for Service)
(417) 358-8131
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share* market price* fee
Common
Stock 1,701,599 $38.1875 $64,979,812 $22,406.83
*Estimated solely for purpose of calculation of the registration
fee based upon the average of the high and low prices of the
Company's Common Stock as reported in The Wall Street Journal for
June 22, 1994, pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act of 1933.
The contents of Registration Statement File No. 33-15441 are
hereby incorporated by reference.
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 ______ day of June, 1994.
LEGGETT & PLATT, INCORPORATED
By /s/ Harry M. Cornell, Jr.
Harry M. Cornell, Jr.
Chairman of the Board 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
(a) Principal Executive Officer
/s/ Harry M. Cornell, Jr. Chairman of the Board,
Harry M. Cornell, Jr. Chief Executive Officer and
Director
(b) Principal Financial Officer and
Principal Accounting Officer
/s/ Michael A. Glauber Senior Vice President,
Michael A. Glauber Finance & Administration
Directors:
Herbert C. Casteel* Director
Herbert C. Casteel
R. Ted Enloe* Director
R. Ted Enloe
Richard T. Fisher* Director
Richard T. Fisher
Frank E. Ford, Jr.* Director
Frank E. Ford, Jr.
Robert A. Jefferies, Jr.* Director
Robert A. Jefferies, Jr.
Alexander M. Levine* Director
Alexander M. Levine
James C. McCormick* Director
James C. McCormick
Richard L. Pearsall* Director
Richard L. Pearsall
Maurice E. Purnell, Jr.* Director
Maurice E. Purnell
Felix E. Wright* Director
Felix E. Wright
By /s/ Ernest C. Jett
Ernest C. Jett
*As Attorney-in-fact
Pursuant to Power of
Attorney dated
February 9, 1994
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
(4) Leggett & Platt, Incorporated 1989 Flexible
Stock Plan, as amended through May 11, 1994;
reference is made to Appendix A to the Proxy
Statement of Leggett & Platt, Incorporated
dated April 4, 1994, concerning Leggett &
Platt, Incorporated's Annual Meeting of
Shareholders held May 11, 1994
(5) Opinion of Ernest C. Jett, Assistant General
Counsel to the Registrant
(23)(a) Consent of Price Waterhouse
(23)(b) Consent of Assistant General Counsel
(contained in opinion)
(24) Power of Attorney dated February 9, 1994,
reference is made to Exhibit 24 in
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993
June 28, 1994
Leggett & Platt Incorporated
No. 1 Leggett Road
Carthage Mo 64836
Re: 1989 Flexible Stock Plan
Form S-8 Registration Statement
Our File #3-19-5
Gentlemen:
As Assistant General Counsel, Managing Director of the Legal
Department, of Leggett & Platt, Incorporated, a Missouri
corporation (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 (the
"Registration Statement"), under the Securities Act of 1933, as
amended, for 1,701,599 shares (the "Shares") of $.01 par value
Common Stock (the "Common Stock") of the Company to be issued in
accordance with the terms of the 1989 Flexible Stock Plan (the
"Plan") of the Company.
In this connection, I have examined and am familiar with the
following documents:
(i) Copy of the Restated Articles of Incorporation of the
Company;
(ii) Copy 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 relating to the adoption of
the Plan;
(iv) Copy of the Plan as amended through May 11, 1994;
(v) The Registration Statement and all exhibits thereto.
I have also examined such other documents as I have deemed
necessary to the expression of the opinion contained herein.
Leggett & Platt, Incorporated
Page 2
June 28, 1994
Based upon the foregoing, I am of the opinion that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Missouri;
(ii) The Company has an authorized capitalization as set forth
in the Registration Statement;
(iii) 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;
(iv) The issuance of Shares pursuant to the Plan has been duly
and validly authorized by necessary corporate action; and
(v) The Shares when issued in accordance with the terms of
the Plan will be validly issued, fully paid and
nonassessable.
I hereby consent to the use of my name in the Registration
Statement and the related Prospectus and to the filing of a copy of
this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
LEGGETT & PLATT, INCORPORATED
/s/ Ernest C. Jett
Ernest C. Jett
Assistant General Counsel
Managing Director, Legal Department
ECJ/jmg
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of
this Registration Statement on Form S-8 of Leggett & Platt,
Incorporated, of our report dated February 17, 1994, relating to
the financial statements of Leggett & Platt, Incorporated, which
appears in such Prospectus. We also consent to the use in the
Registration Statement of our report dated February 17, 1994, on
the Financial Statement Schedules which appears in Part II of this
Registration Statement. We also consent to the reference to us
under the headings "Experts" in such Prospectus.
PRICE WATERHOUSE
St. Louis, Missouri
June 28, 1994