As filed with the Securities and Exchange Commission on December 16, 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
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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 Carthage, Missouri 64836 (I.R.S. Employer
jurisdiction of (417) 358-8131 Identification No.)
incorporation or (Address, including zip code, and
organization) telephone number, including area code
of registrant's principal executive offices)
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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. ___
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 Registration
Offering Price Fee
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Common Stock, $.01 par
value and attached Preferred
Stock Purchase Rights 22,378 shares $33.5625 $751,062 $259
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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 December 12, 1994 on the New York Stock
Exchange Composite Tape of $33.5625.
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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
22,378 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 December 12, 1994 the average of the high
and low prices of the Common Stock on the New York Stock Exchange, Composite
Transactions was $33.5625 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 December 16, 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, June 30, 1994 and September 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
elations, (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 December 22, 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 Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
- --------------------- ------------------ -------------- --------------------
Douglas D. Moody 15,004 15,004 -0-
Donna C. Bradshaw 7,374 7,374 -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
directly or indirectly in connection with the merger (the "Merger") of
L&P Acquisition Co.-NM, a wholly-owned subsidiary of the Company, into
WBSCO, Inc., a New Mexico corporation ("WBSCO"). As a result of this
transaction, WBSCO 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 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
SEPTEMBER 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
September 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.
(Amounts in millions)
Historical Pro Forma Adjustments
Acquisition Note ProForma
Leggett Companies Amount Reference Combined
ASSETS
Current Assets
Cash and cash equivalents $ 6.7 $ - $ - $ 6.7
Receivables 261.0 7.2 - 268.2
Inventories 231.6 6.2 - 237.8
Other current assets 31.1 0.6 - 31.7
------- ------ ------ -------
Total current assets 530.4 14.0 - 544.4
Property, Plan and Equipment--
at cost 669.5 15.8 (0.8) (3) 684.5
Less accumulated
depreciation and amortization 292.5 5.3 (1.0) (3) 296.8
------- ----- ---- ------
Net Property, Plant and
Equipment 377.0 10.5 0.2 387.7
Other Assets
Goodwill, net 114.7 0.3 0.5 (3) 115.5
Other intangibles, net 24.9 0.1 0.5 (3) 25.5
Sundry 37.3 - - (2) (3) 37.3
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TOTAL ASSETS $1,084.3 $ 24.9 $ 1.2 $1,110.4
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LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities
Accounts and notes payable $ 93.7 $ 7.1 $ - $ 100.8
Accrued expenses and other
liabilities 134.2 3.9 - 138.1
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Total current liabilities 227.9 11.0 - 238.9
Long-term Debt 204.9 4.8 3.7 (2) (3) 213.4
Deferred Income Taxes and
Other Liabilities 55.9 1.4 - 57.3
Shareholders' Equity
Common Stock 0.4 - - (2) (3) 0.4
Additional contributed capital 130.3 1.4 (0.5) (2) (3) 131.2
Retained earnings 468.1 6.5 (2.2) (3) 472.4
Cumulative translation adjustment (3.2) - (3.2)
Less treasury stock - (0.2) 0.2 (3) 0.0
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Total shareholders' equity 595.6 7.7 (2.5) 600.8
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TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,084.3 $ 24.9 $ 1.2 $1,110.4
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LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
AND
1994 CUMULATIVE ACQUISITION COMPANIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 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 acquisitions
been effective January 1, 1994.
(Amounts in millions, except per share data)
Historical Pro Forma Adjustments
Acquisition Note ProForma
Leggett Companies Amount Reference Combined
Net Sales $1,366.0 $ 118.7 $(0.9) (4) $1,483.8
Costs, expenses and other
Costs of goods sold 1,052.5 96.4 (0.5) (4) (5) 1,148.4
Selling, distribution,
administrative and other, net 167.6 13.0 1.0 (5) 181.6
Interest expense 6.6 5.1 (1.2) (6) 10.5
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Total costs, expenses and
other 1,226.7 114.5 (0.7) 1,340.5
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Earnings before income taxes 139.3 4.2 (0.2) 143.3
Income taxes 54.9 1.7 (0.1) (7) 56.5
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Net Earnings $ 84.4 $ 2.5 $(0.1) $ 86.8
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Earnings Per Share $ 2.04 $ 2.07
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
acquisitions been effective January 1, 1993.
(Amounts in millions, except per share data)
Historical Pro Forma Adjustments
Acquisition Note ProForma
Leggett Companies Amount Reference Combined
Net Sales $1,526.7 $ 181.4 $(3.7) (4) $1,704.4
Costs, expenses and other
Costs of goods sold 1,177.7 142.9 (2.9) (4) (5) 1,317.7
Selling, distribution,
administrative and other, net 197.8 25.5 1.0 (5) 224.3
Interest expense 10.2 9.0 (2.8) (6) 16.4
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Total costs, expenses
and other 1,385.7 177.4 (4.7) 1,558.4
------- ------- ----- --------
Earnings before income taxes 141.0 4.0 1.0 146.0
Income taxes 55.1 1.6 0.4 (7) 57.1
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Net Earnings $ 85.9 $ 2.4 $ 0.6 $ 88.9
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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 reflect Leggett & Platt,
Incorporated (Leggett) acquisitions of either 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 589,020 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 were
consummated subsequent to September 30, 1994. The pro forma
condensed combined balance sheet presents the acquisitions as if
they had occurred on September 30, 1994, while the pro forma
condensed combined statements of earnings for the nine months
ended September 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 September 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 December 7, 1994, there were 41,552,295 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 December 8,
1994, Mr. Jett beneficially owned 21,596 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, 1992 and 1993, 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
hich 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. . . . . . . . . . . . . . . . . . . . . .5
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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LEGGETT & PLATT, INCORPORATED
22,378 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
-----------------------------
PROSPECTUS
-----------------------------
December 16, 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 . . . . . . . . . . . . $ 259
Accounting fees and expenses . . . . . . . . 500
Legal fees and expenses. . . . . . . . . . . 750
Printing of documents. . . . . . . . . . . . 100
Miscellaneous. . . . . . . . . . . . . . . . -0-
-------------
Total . . . . . . . . . . . . . . . . . $ 1,609
--------------
--------------
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 16th day of December, 1994.
LEGGETT & PLATT, INCORPORATED
By: /s/ HARRY M. CORNELL, JR.
Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry M. Cornell, Jr., 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
(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, Chief December 16, 1994
Harry M. Cornell, Jr. Executive Officer and Director
(b) Principal Financial Officer
and Principal Accounting Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, Finance December 16, 1994
Michael A. Glauber & Administration
(c) Directors:
HERBERT C. CASTEEL Director December 16, 1994
Herbert C. Casteel
ROBERT TED ENLOE, III Director December 16, 1994
Robert Ted Enloe, III
RICHARD T. FISHER Director December 16, 1994
Richard T. Fisher
FRANK E. FORD, JR. Director December 16, 1994
Frank E. Ford, Jr.
ROBERT A. JEFFERIES, JR. Director December 16, 1994
Robert A. Jefferies, Jr.
ALEXANDER M. LEVINE Director December 16, 1994
Alexander M. Levine
JAMES C. MCCORMICK Director December 16, 1994
James C. McCormick
RICHARD L. PEARSALL Director December 16, 1994
Richard L. Pearsall
MAURICE E. PURNELL, JR. Director December 16, 1994
Maurice E. Purnell, Jr.
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)
EXHIBIT 5
December 15, 1994
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: WBSCO, Inc.--Form S-3 Registration Statement
Our File No. 2-70-50
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 22,378 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
EXHIBIT 23A
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
December 16, 1994
