As filed with the Securities and Exchange Commission on September 9, 1994
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 No. 1--Leggett Road 44-0324630
(State or other jurisdiction of Carthage, Missouri 64836 (I.R.S. Employer
incorporation or organization) (417) 358-8131 Identification No.)
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
----------------------
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)
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Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement becomes effective on dates, at
times and on terms not currently determined.
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, check the following box. X
---
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class of Amount to be Maximum Offering Maximum Amount of
Securities to be Registered Registered Price Per Share (1) Aggregate Offering Registration Fee
Price (1)
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Common Stock, $.01 par
value and Preferred Stock
Purchase Rights attached 15,024 shares $37.3125 $560,583 $194
thereto
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(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 6, 1994, on the New
York Stock Exchange Composite Tape of $37.3125.
----------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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Prospectus
15,024 Shares
LEGGETT & PLATT, INCORPORATED
Common Stock
(and Preferred Stock Purchase Rights attached to the Common Stock)
The shares of Common Stock, $.01 par value, (the "Common Stock") of
Leggett & Platt, Incorporated, a Missouri corporation (the "Company")
offered hereby (the "Shares") are being sold for the account of and by the
persons named under the caption "Selling Shareholders." The Selling
Shareholders have advised the Company that these Shares may be sold from time
to time in transactions on the New York Stock Exchange or Pacific Stock
Exchange or in negotiated transactions, in each case at prices satisfactory
to the Seller. (See "Plan of Distribution.")
The Company will receive no part of the proceeds from the sale of the
Shares. The Selling Shareholders will pay all applicable stock transfer
taxes, transfer fees and brokerage commissions, and related fees and
expenses, but the Company will bear the cost of preparing the Registration
Statement and Prospectus and all filing, legal and accounting fees incurred
in connection with registration of the Shares under the federal securities
laws.
The Common Stock is listed on the New York Stock Exchange and Pacific
Stock Exchange (symbol: LEG). On September 6, 1994 the average of the high
and low prices of the Common Stock on the New York Stock Exchange, Composite
Transactions was $37.3125 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OF ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus and, if given or made, such other information or
representation must not be relied upon as having been authorized by the
Company, any Selling Shareholder or any other person. Neither the delivery
of this Prospectus nor any sale made herein shall, under the circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not constitute an offer
to sell or solicitation of an offer to buy the securities offered hereby to
any person or by anyone in any jurisdiction in which such offer or
solicitation may not lawfully be made.
The date of this Prospectus is September 8, 1994
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; 75 Park
Place, 14th Floor, New York, New York 10007; and 5757 Wilshire Blvd., Suite
500 East, Los Angeles, California 90036-3648. Copies of such material can
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports,
proxy statements and other information concerning the Company can be
inspected and copied at the offices of the New York Stock Exchange at 20
Broad Street, New York, New York and at the office of the Pacific Stock
Exchange Incorporated, Listings Department, 115 Sansone Street, Suite 1104,
San Francisco, California 94104. This Prospectus does not contain all the
information set forth in the Registration Statement filed by the Company with
respect to the offering made hereby. Copies of such Registration Statement
are available from the Commission.
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) Annual Report on Form 10-K for the year ended December 31, 1993.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994.
(3) The description of the Company's common stock contained in Form 8-A
dated June 5, 1979, including any amendments or reports filed for the
purpose of updating such description.
(4) The description of the Company's Preferred Stock Purchase Rights
contained in Form 8-A dated February 15, 1989, including any amendments
or reports filed for the purpose of updating such description.
All reports and definitive proxy statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination
of the offering to be made hereunder shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date
of filing such documents, except that in no event shall any information
included in any such document in response to item 402(i), (k) or (l) of
Regulation S-K be deemed to constitute a part of this Prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or
oral request of such person, a copy of any or all of the documents
incorporated herein or in the Registration Statement by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). All requests for such
information should be directed to the Company's executive offices at
No. 1 Leggett Road, Carthage, Missouri 64836, Attention: Investor
Relations, (417) 358-8131.
THE COMPANY
The Company was incorporated in 1901 as the successor to a partnership
formed in 1883 at Carthage, Missouri. That partnership was a pioneer in the
manufacture and sale of steel coil bedsprings. Products produced and sold
for the furnishings industry constitute the largest portion of the Company's
business. These include primarily components used by companies making
furniture and bedding for homes, offices and institutions. Also in the
furnishings area, the Company produces and sells some finished furniture and
carpet cushioning materials. In addition, a group of diversified products is
produced and sold. The Company believes it is the largest producer of a
diverse range of furniture and bedding components in the United States.
The Company's principal executive offices are located at No. 1--Leggett
Road, Carthage, Missouri 64836, telephone (417) 358-8131. Unless otherwise
indicated the term "Company" includes Leggett & Platt, Incorporated and its
majority-owned subsidiaries.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following information has been provided to the Company by the
persons listed below as the Selling Shareholders (the "Selling Shareholders")
including the number of shares of the Common Stock beneficially owned by each
Selling Shareholder as of September 6, 1994, and the number of shares of the
Common Stock being offered for the account of such Selling Shareholder
pursuant to this Prospectus.
Shares to Be Offered
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
Adrian J. Simonet 2,782 2,504 278
William M. Gutbrod 2,782 2,504 278
Joyce A. Foss 2,782 2,504 278
Terry L. O'Brian 2,782 2,504 278
Victor B. Lewis 1,391 1,252 139
Frances W. Smith 696 626 70
Carolyn L. Looney 696 626 70
Joel E. Simms 696 626 70
Wesley L. Thomas 696 626 70
Tamara D. Lusher 696 626 70
Betsy McDavid 696 626 70
None of the Selling Shareholders has held any position or office or
otherwise had a material relationship with the Company within the past three
years other than as a result of the ownership of the shares of the Common
Stock of the Company.
Each of the Selling Shareholders received the Shares offered hereby
directly or indirectly in connection with the merger of L&P\POP Acquisition
Company, a wholly-owned subsidiary of the Company, into Southeastern
Manufacturing Co., Inc., a Florida corporation ("SEMCO"). As a result of
this transaction, SEMCO became a wholly-owned subsidiary of the Company .
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or
their pledgees or donees. Such sales may be made on one or more exchanges or
in negotiated transactions not on an exchange at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices. The Shares may be sold by one or more of the following:
(a) a block trade in which the broker or dealer so engaged will attempt to
sell the Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; and (b) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by Selling Shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers
will receive commissions or discounts from Selling Shareholders in amounts to
be negotiated immediately prior to the sale which amounts will not be greater
than that normally paid in connection with ordinary trading transactions. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
CAPITAL STOCK
The Company's authorized capital stock consists of 300,000,000 shares of
Common Stock, $.01 par value, 1,000,000 shares of Series A Junior
Participating Preferred Stock and 99,000,000 shares of Preferred Stock
without par value. As of September 6, 1994, there were 41,064,731 shares of
Common Stock and no shares of preferred stock outstanding.
A description of the Common Stock is contained in the Company's
Registration Statement on Form 8-A, dated June 5, 1979, including any
amendments or reports filed for the purpose of updating such description,
which is incorporated by reference. A description of the Preferred Stock
Purchase Rights is contained in the Company's Registration Statement on Form
8-A, dated February 15, 1989, including any amendments or reports filed for
the purpose of updating such description, which is also incorporated by
reference.
LEGAL OPINIONS
Ernest C. Jett, Assistant General Counsel of the Company, has rendered
an opinion concerning the validity of the Shares and certain other legal
matters. Mr. Jett is a full-time employee of the Company. On September 6,
1994, Mr. Jett beneficially owned 21,450 shares of Common Stock and held
options to purchase an additional 7,750 shares of Common Stock.
EXPERTS
The consolidated balance sheet of Leggett & Platt, Incorporated and
subsidiaries as of December 31, 1993 and 1992, and the related consolidated
statements of earnings, changes in shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1993, and the related
schedules included in the Annual Report on Form 10-K of the Company for the
year ended December 31, 1993 incorporated by reference in the Registration
Statement have been examined by Price Waterhouse, independent certified
public accountants, as set forth in their reports which have been
incorporated herein by reference. Such financial statements and schedules
are included in reliance upon such reports and upon the authority of such
firm as experts in accounting and auditing.
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TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
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LEGGETT & PLATT, INCORPORATED
15,024 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
-------------------------------------
PROSPECTUS
-------------------------------------
September 8, 1994
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses of the Company
in connection with the issuance and distribution of the securities being
registered, exclusive of those expenses to be borne by the Selling
Shareholders.
SEC registration fee . . . . . . . . . . . . $ 194
Accounting fees and expenses . . . . . . . . 500
Legal fees and expenses. . . . . . . . . . . 1000
Printing of documents. . . . . . . . . . . . 200
Miscellaneous. . . . . . . . . . . . . . . . 200
---------
Total . . . . . . . . . . . . . . . . . $ 2,094
---------
---------
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), 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.
Item 16. Exhibits
5 Opinion of Ernest C. Jett, Assistant General Counsel to
Registrant
23(a) Consent of Price Waterhouse
23(b) Consent of Ernest C. Jett, Assistant General Counsel
(contained in opinion filed as Exhibit 5 hereto)
24 Reference is made to Exhibit 24 of Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993 for the
Power of Attorney dated February 9, 1994 executed by the
Company's Board of Directors with respect to the stock being
sold by the Selling Shareholders referred to in the
Prospectus which is a part of this Registration Statement.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a)
(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;
(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 (i) and (ii) above 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 this Registration Statement.
(2) That, for the purpose of determining any liability 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver,
or cause to be delivered to each person to whom the Prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.
(h) 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 provisions described under Item 15 above,
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 Act 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 Act and will be governed by the final
adjudication of such issue.
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Carthage, State of Missouri, on the
8th day of September, 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 date indicated.
Signature Title Date
--------- ----- ----
(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, Chief September
------------------------- Executive Officer and Director 8, 1994
Harry M. Cornell, Jr.
(b) Principal Financial Officer
and Principal Accounting Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, Finance September
_______________________ & Administration 8, 1994
Michael A. Glauber
(c) Directors:
HERBERT C. CASTEEL* Director
------------------
Herbert C. Casteel
ROBERT TED ENLOE, III* Director
---------------------
Robert Ted Enloe, III
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, Jr.
FELIX E. WRIGHT* Director
---------------
Felix E. Wright
By /s/ ERNEST C. JETT September 8, 1994
-------------------
Ernest C. Jett
*Attorney-in-fact Pursuant to Power of
Attorney dated February 9, 1994
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
5 Opinion of Ernest C. Jett, Assistant General Counsel to the
Registrant
23(a) Consent of Price Waterhouse
23(b) Consent of Ernest C. Jett, 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
EXHIBIT 5
September 8, 1994
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: SEMCO--Form S-3 Registration Statement (First Demand)
Gentlemen:
As Assistant General Counsel, Managing Director of the Legal Department,
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-3 under the
Securities Act of 1933, as amended (the "Registration Statement") relating to
15,024 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 sold by the Selling Shareholders described therein.
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; and
(iv) 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 issue by the Company of the Shares and the Rights to the Selling
Shareholders has been duly and validly authorized by necessary
corporate action;
(4) The Shares and the Rights to be sold by the Selling Shareholders
pursuant to the Registration Statement have been validly issued and are
fully paid and nonassessable.
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/ Ernest C. Jett
Ernest C. Jett
Assistant General Counsel
Managing Director, Legal Department
ECJ/caa
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 17, 1994, appearing on page 29 of Leggett & Platt Incorpor-
ated's Annual Report on Form 10-K for the year ended December 31, 1993. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 35 of such Annual Report on
Form 10-K. We also consent to the references to us under the headings
"Experts" in such prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
September 8, 1994
