Registration No. 33-55413
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
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 Carthage, Missouri 64836 (I.R.S. Employer
jurisdiction of (417) 358-8131 Identification No.)
incorporation or
organization)
(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)
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. _____
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.
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 23, 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.
PRO FORMA FINANCIAL INFORMATION
Pro forma financial information reflecting the acquisition of
interests acquired by the Company since December 31, 1993 is set out
on the following pages.
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
AND
1994 CUMULATIVE ACQUISITION COMPANIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1994
(Unaudited)
The following pro forma condensed combined balance sheet combines balance
sheets of Leggett & Platt, Incorporated and Subsidiaries (Leggett) and
the 1994 Cumulative Acquisition Companies (Acquisition Companies) at June
30, 1994, under the assumptions set forth in the accompanying notes. The
pro forma condensed combined balance sheet is not necessarily indicative of
the financial position of the combined companies as it may be in the future.
Historical Pro Forma Adjustments
Acquisition Note Pro Forma
Leggett Companies Amount Reference Combined
ASSETS
Current Assets
Cash and cash equivalents $ 8.8 $ 0.3 $ - $ 9.1
Receivables 248.6 16.1 - 264.7
Inventories 223.1 14.5 - 237.6
Other current assets 27.0 0.9 27.9
__________ __________ _________ _________
Total Current Assets 507.5 31.8 - 539.3
Property, Plant and Equipment--
at cost 618.4 50.1 (11.6) (3) 656.9
Less accumulated depreciation
and amortization 277.9 28.6 (23.8) (3) 282.7
__________ __________ _________ _________
Net Property, Plant and
Equipment 340.5 21.5 12.2 374.2
Other Assets
Goodwill, net 110.1 0.4 11.1 (3) 121.6
Other intangibles, net 24.6 - 0.5 (3) 25.1
Sundry 35.1 - - (2) (3) 35.1
__________ _________ ________ _________
TOTAL ASSETS $ 1,017.8 $ 53.7 $ 23.8 $ 1,095.3
__________ _________ ________ _________
---------- --------- -------- ----------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities
Accounts and notes payable $ 81.3 $ 13.4 $ - $ 94.7
Accrued expenses and
other liabilities 117.2 4.5 - 121.7
---------- --------- -------- ---------
Total current liabilities 198.5 17.9 - 216.4
Long-Term Debt 196.4 5.8 45.8 (2) (3) 248.0
Deferred Income Taxes
and Other Liabilities 55.8 1.4 - 57.2
Shareholders' Equity
Common stock 0.4 0.1 (0.1) (2) (3) 0.4
Additional contributed capital 128.6 2.3 (1.1) (2) (3) 129.8
Retained Earnings 443.0 28.4 (23.0) (3) 448.4
Cumulative translation adjustment (4.9) - (4.9)
Less treasury stock - (2.2) 2.2 (3) -
----------- ---------- -------- ----------
Total shareholders' equity 567.1 28.6 (22.0) 573.7
----------- ---------- --------- ----------
TOTAL LIABILITIES
AND SHAREHOLDERS EQUITY $ 1,017.8 $ 53.7 23.8 $ 1,095.3
---------- --------- -------- ---------
---------- --------- -------- ---------
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
AND
1994 CUMULATIVE ACQUISITION COMPANIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
SIX MONTHS ENDED JUNE 30, 1994
(Unaudited)
The following pro forma condensed combined statement of earnings combines
the operations of Leggett & Platt, Incorporated and Subsidiaries (Leggett)
and the 1994 Cumulative Acquisition Companies (Acquisition Companies) for
the six months ended June 30, 1994. This statement has been prepared
under the assumptions set forth in the accompanying notes. The pro forma
condensed combined statement of earnings is not necessarily indicative of
the results of operations of the combined companies as they may be in the
future or as they might have been had the acquisition been effective
January 1, 1994.
Historical Pro Forma Adjustments
Acquisition Note Pro Forma
Leggett Companies Amount Reference Combined
------- ----------- ------ --------- ---------
Net sales $ 883.4 $ 98.7 $ (0.9) (4) $ 981.2
Costs, expenses and other
Cost of goods sold 680.5 79.4 (0.5) (4) (5) 759.4
Selling, distribution,
administrative and other, net 109.7 11.2 0.4 (5) 121.3
Interest expense 3.8 4.3 (0.9) (6) 7.2
---------- ------- -------- ---------
Total costs, expenses
and other 794.0 94.9 (1.0) 887.9
---------- ------- -------- ---------
Earnings before income taxes 89.4 3.8 0.1 93.3
Income taxes 35.2 1.5 0.0 (7) 36.7
---------- ------- -------- ---------
Net Earnings $ 54.2 $ 2.3 $ 0.1 $ 56.6
---------- ------- -------- ---------
---------- ------- -------- ---------
Earnings Per Share $ 1.31 $ 1.35
Average Shares Outstanding 41.4 42.0
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
AND
1994 CUMULATIVE ACQUISITION COMPANIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1993
(Unaudited)
The following pro forma condensed combined statement of earnings
combines the operations of Leggett & Platt, Incorporated and Subsidiaries
(Leggett) and the 1994 Cumulative Acquisition Companies (Acquisition
Companies) for the twelve months ended December 31, 1993. This statement
has been prepared under the assumptions set forth in the accompanying
notes. The pro forma condensed combined statement of earnings is not
necessarily indicative of the results of operations of the combined
companies as they may be in the future or as they might have been had the
acquisition been effective January 1, 1993.
Historical Pro Forma Adjustments
Acquisition Note Pro Forma
Leggett Companies Amount Reference Combined
------- --------- ------ --------- ---------
Net sales $ 1,526.7 $ 181.4 $ (3.7) (4) $ 1,704.4
Costs, expenses and other
Cost of goods sold 1,177.7 142.9 (2.9) (4) (5) 1,317.7
Selling, distribution, admin-
istration and other, net 197.8 25.5 1.0 (5) 224.3
Interest expense 10.2 9.0 (2.8) (6) 16.4
---------- ------- -------- ---------
Total costs, expenses and other 1,385.7 177.4 (4.7) 1,588.4
---------- ------- -------- ---------
Earnings before income taxes 141.0 4.0 1.0 146.0
Income taxes 55.1 1.6 0.4 (7) 57.1
---------- ------- -------- ---------
Net Earnings $ 85.9 $ 2.4 $ 0.6 $ 88.9
---------- ------- -------- ---------
---------- ------- -------- ---------
Earnings Per Share $ 2.09 $ 2.13
Average Shares Outstanding 41.1 41.7
LEGGETT & PLATT, INCORPORATED
AND
1994 CUMULATIVE ACQUISITION COMPANIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)
Note 1: The pro forma financial statements assume Leggett & Platt,
Incorporated (Leggett) will acquire certain assets or all of the
outstanding capital stock of the 1994 Cumulative Acquisition
Companies (Acquisition Companies) in exchange for $85.7 million
in cash and 598,569 shares of Leggett's common stock. Included
in Acquisition Companies are five purchases and one pooling of
interests which have been consummated, as well as two purchases
and one pooling of interests which are probable. The pro forma
condensed combined balance sheet presents the acquisitions as
if they had occurred on June 30, 1994, while the pro forma
condensed combined statements of earnings for six months ended
June 30, 1994 and the year ended December 31, 1993 present the
acquisitions as if they had occurred on January 1, of each year.
Note 2: To record Leggett's investment in Acquisition Companies made
subsequent to June 30, 1994.
Note 3: To eliminate Leggett's investment in Acquisition Companies.
Note 4: To eliminate sales between Leggett and Acquisition Companies
prior to the respective acquisition dates.
Note 5: To record depreciation and amortization on the stepped-up basis
from the purchase acquisitions.
Note 6: To reduce interest expense on debt which would have been retired
through the issuance of new debt with lower interest rates
assuming the acquisition dates mentioned above.
Note 7: To record the tax expense on the items in Notes 4, 5 and 6.
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 9,750 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . .4
Pro Forma Financial Information. . . . . . . . . . . . . . . . . . . . .4
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
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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 23, 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 . . . . . . . . 750
Legal fees and expenses. . . . . . . . . . . 1500
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 (previously filed)
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 Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Carthage, State
of Missouri, on the 23d 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
Amendment No. 1 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 23,
Harry M. Cornell, Jr. Executive Officer and Director 1994
(b) Principal Financial Officer
and Principal Accounting Officer:
/s/ MICHAEL A. GLAUBER Vice President, Finance September 23,
Michael A. Glauber & Administration 1994
(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 23,
Ernest C. Jett 1994
*Attorney-in-fact Pursuant to Power
of Attorney dated February 9, 1994
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Assistant General Counsel
to the Registrant (previously filed)
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
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 1 to Registration
Statement (33-55413) on Form S-3 of our report dated February 17, 1994
appearing on page 29 of Leggett & Platt Incorporated's Annual Report on Form
10-K for the year ended December 31, 1993. We also consent to the incorpora-
tion 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 23, 1994
