As filed with the Securities and Exchange Commission on September 30, 1994
Registration No. 33-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 jurisdiction Carthage, Missouri 64836 (I.R.S. Employer
of incorporation or (417) 358-8131 Identification No.)
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. _____
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 419,867 shares $34.4375 $14,459,170 $4,986
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 27, 1994 on the New York Stock
Exchange Composite Tape of $34.4375.
------------------
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
419,867 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 27, 1994 the
average of the high and low prices of the Common Stock on the New
York Stock Exchange, Composite Transactions was $34.4375 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 OR 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 30, 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 Common Stock
beneficially owned by the Selling Shareholders and the number of shares
of the Common Stock being offered for the account of Selling
Shareholders pursuant to this Prospectus.
Shares to Be Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholder Prior to Offering Hereby This Offering
------------------- ------------------ -------------- -------------------
1
TI Partners, L.P. 387,264 387,264 -0-
Nick T. Encke 32,603 32,603 -0-
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 in
connection with the merger (the "Merger") of L&P Wire Rack Acquisition
Company, a wholly-owned subsidiary of the Company, into TI, Inc., a
Missouri corporation ("TI"). As a result of this transaction, TI
became a wholly-owned subsidiary of the Company.
____________________
1
Talbco, Inc. is the general partner of TI Partners, L.P.
PLAN OF DISTRIBUTION
TI Partners, L.P. is a limited partnership which plans to dissolve as
soon as practicable and to distribute all of its Shares to its general
partner and limited partners. Upon dissolution such Shares are expected
to be distributed among the general partner and limited partners as
follows:
Number of Shares
Name to be Distributed
Talbco, Inc. (General Partner) 158,760
William D. Thomas 55,818
2
GKB LBO, L.P. 27,216
Samuel M. Davidson and Pamela C.
Davidson, JTWROS 2,268
J. Peter Gattermeir, Trustee, J. Peter
Gattermeir Rev Trust U/A Dtd 11/12/90 2,268
Fred A. Gollier 2,268
Dennis Hudson and Carol K. Hudson 2,268
Lambert Lynn Marshall 1,134
Gary R. Smith 2,268
Nick T. Encke 30,911
Nick T. and Nancy Encke, JTWROS 1,260
Jerral and Geri H. Downs, JTWROS 2,520
Thomas H. and Patricia Anne Fimmen 1,512
Bob and Roberta A. Fairchild, JTWROS 3,629
Michael R. Howley 504
Richard R. and Karen L. Wilson 4,183
William B. and Carlene Hunter, JTWROS 1,008
Fred C. Jansen 15,171
Robert E. and Gayle Kelley, JTWROS 1,260
Edward A. and Judy M. Puzder 1,260
Jeffrey M. Talbot 6,539
Sulyn Talbot 6,539
Richard A. Bloch and Annette M. Bloch,
TR U/A DTD 10/16/82 R.A. Bloch Supplmtry
Trust 4,536
T. E. Branscum and Helen D. Branscum 4,536
Marshall H. Dean 2,268
William L. Frick 2,268
Thomas P. Garretson 2,268
Robert W. Hatch 2,268
W. Jackson Letts 2,268
Lee Lyon 4,536
Michael Mahoney 2,268
Milstep Limited 4,536
JoAnn F. Ozley, Trustee or her Successor
in Trust, Under Trust Agreement dated
December 17, 1991, as amended, signed by
JoAnn F. Ozley as Settlor and Trustee 2,268
Marvin Rich 2,268
Randolph K. Rolf, Trustee, Randolph K.
Rolf, Trust 2,268
Commerce Bank of Kansas City, N.A. as Custodian
for Lester Siegel Trust Custody #1 2,268
Commerce Bank of Kansas City, N.A. as Custodian
for Lester Siegel Trust Custody #2 2,268
Dykoh Enterprises 2,268
Boatmen's First National Bank of Kansas City,
Custodian of the Thomas W. Van Dyke IRA 2,268
Robert K. Weary 2,268
John L. Wempe 4,536
Wolcott & Lincoln, Inc. 2,268
TOTAL 387,264
____________________
2
GKB, LBO, L.P. is a limited partnership which plans to distribute all of
its Shares to its general partner and limited partners as follows: GKB Group,
Inc.--3,551; G. Kenneth Baum--1,781; J. Peter Gattermeir--1,781; L. Lynn
Marshall--1,781; Gary R. Smith--1,781; William D. Thomas--1,781; William H.
Coughlin--1,278; Eugene C. Dreyer--1,278; Dennis Hudson--1,246; Donald I.
Roberts--1,076; Samuel C. Freitag--1,045; Craig L. Beach--976; Samuel M.
Davidson--891; Frederick A. Gollier--891; Joseph C. Vawter--743; Steven L.
Walter--589; Joseph M. Crowe, Jr.--534; David A. Wright--503; Richard A.
Fontaine--434; George H. Calhoun--411; Roger S. Edgar--356; David A. Anderson--
333; Sharon J. Lew--333; Thomas M. Rose--333; Ellen S. Holmes--310; Nicholas J.
Quatrochi--279; Donald R. McDonald--256; Scott E. Smith--255; John J. Williams
- --255; Jane C. Quigley--155; TOTAL: 27,216.
Because the Merger is a reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended, the general partner,
Talbco, Inc., Nick T. Encke, and certain of the limited partners have
agreed with each other to retain some of their Shares for a period of time
which is sufficient to satisfy the "continuity of interest" interest
requirements under Section 368(a). In addition, Talbco, Inc., Nick T.
Encke, and certain of the limited partners have agreed with the Company not
to sell their shares until on or about March 15, 1995.
Subject to the foregoing, the Shares may be sold on one or more
exchanges or in negotiated transactions not on an exchange at prices and
on 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 may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts 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 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
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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
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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
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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 23, 1994, there
were 41,068,341 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 23, 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
LLP, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Pro Forma Financial Information. . . . . . . . . . . . . . . . . . . . . .7
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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LEGGETT & PLATT, INCORPORATED
419,867 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
---------------------------------
PROSPECTUS
--------------------------------
September 30, 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 . . . . . . . . . . . . $ 4986
Accounting fees and expenses . . . . . . . . 1500
Legal fees and expenses. . . . . . . . . . . 3000
Printing of documents. . . . . . . . . . . . 200
Miscellaneous. . . . . . . . . . . . . . . . 200
Total . . . . . . . . . . . . . . . . . $ 9886
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 LLP
23(b) Consent of Ernest C. Jett, Assistant General Counsel
(contained in opinion filed as Exhibit 5 hereto)
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 30th day of September, 1994.
LEGGETT & PLATT, INCORPORATED
By: /s/ FELIX E. WRIGHT
-------------------------
Felix E. Wright
President
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following person in
the capacity and on the date indicated.
Signature and Title Date
------------------- ----
/s/ HARRY M. CORNELL, JR September 30, 1994
------------------------
Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears above hereby severally constitutes and appoints Felix E.
Wright, Robert A. Jefferies, Jr. and Michael A. Glauber, and each
of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing necessary
or advisable to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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
Principal Financial Officer
and Principal Accounting Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, September 30,
Michael A. Glauber Finance & Administration 1994
Directors:
/s/ HERBERT C. CASTEEL Director September 30,
Herbert C. Casteel 1994
/s/ ROBERT TED ENLOE, III Director September 30,
Robert Ted Enloe, III 1994
/s/ RICHARD T. FISHER Director September 30,
Richard T. Fisher 1994
/s/ FRANK E. FORD, JR. Director September 30,
Frank E. Ford, Jr. 1994
/s/ ROBERT A. JEFFERIES, JR. Director September 30,
Robert A. Jefferies, Jr. 1994
/s/ ALEXANDER M. LEVINE Director September 30,
Alexander M. Levine 1994
/s/ JAMES C. MCCORMICK Director September 30,
James C. McCormick 1994
/s/ RICHARD L. PEARSALL Director September 30,
Richard L. Pearsall 1994
/s/ MAURICE E. PURNELL, JR. Director September 30,
Maurice E. Purnell, Jr. 1994
/s/ FELIX E. WRIGHT Director September 30,
Felix E. Wright 1994
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Assistant General Counsel
to the Registrant
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Assistant General Counsel
(contained in Opinion)
September 30, 1994
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: TI, Inc.--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 419,867 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,
Incorporated'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 28, 1994
