View:
As filed with the Securities and Exchange Commission on June 23, 1995
Registration No. 33-58847
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-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 (Address, including zip code, and
organization) 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. ___X___
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
162,500 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 June 21, 1995 the average of the high
and low prices of the Common Stock on the New York Stock Exchange, Composite
Transactions was $43.00 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 June 23, 1995
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, 1994.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
(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. 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.
The Company is a manufacturer. It makes a variety of products which are
sold to several thousand customers. The Company's products include a broad
line of components that are primarily sold to companies which manufacture
finished furniture and bedding. Components are items used by furnishings
manufacturers to construct their finished products. Examples of components
manufactured by the Company include innerspring and boxspring units for
mattresses and boxsprings; foam, textile, fiber and other cushioning materials
for bedding and furniture; springs and seating suspensions for furniture; steel
mechanisms for reclining chairs, sleeper sofas and other types of motion furni-
ture; chair controls, aluminum, steel and plastic bases for office furniture;
non-fashion fabrics and other furniture supplies.
The Company also makes some finished furnishings products. Examples
include bed frames, daybeds, bunk beds, headboards, electric beds, carpet under-
lay, metal and wire displays, shelving and commercial fixtures. These finished
products are sold to manufacturers that also buy the Company's components or to
wholesalers, retailers and others.
Outside the furnishings area, the Company produces and sells a number of
components and other products used in many different home, industrial and com-
mercial applications. These products require manufacturing technologies similar
to those used in making furnishings products and also include certain raw
materials which the Company makes for its own use. Examples of these diversi-
fied products include industrial wire, steel tubing, aluminum ingot, aluminum
die cast products, automotive seat suspension systems, industrial fabrics,
mechanical springs, machinery and parts for manufacturing equipment, foam pro-
ducts, and injection molded plastic products.
The Company's products are made primarily from steel rod, wire and other
types of steel, textile fibers, woven and non-woven fabrics, aluminum, wood,
foam chemicals and plastics. Some of these raw materials such as steel wire,
steel tubing, aluminum ingot, shredded textile fibers and cut-to-size dimension
lumber are manufactured by the Company.
The Company has approximately 60 major manufacturing facilities in North
America located in 32 states in the United States and Canada. In addition the
Company has approximately 90 additional facilities used in assembly, ware-
housing, sales, administration or research and development. There are approxi-
mately 16,000 Company employees.
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 June 21, 1995, 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
Donald P. Sauey 126,262 126,262 -0-
Robert C. David 18,119 18,119 -0-
Raymond E. Kaye 18,119 18,119 -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 Company - 16, a wholly-owned subsidiary of the Company, into
International Storage Systems Corporation, a Florida corporation ("ISS").
As a result of this transaction, ISS became a wholly-owned subsidiary
of the Company.
PLAN OF DISTRIBUTION
Each of the Selling Shareholders has agreed not to sell any of their
Shares until on or about July 27, 1995. Also, pursuant to an agreement
with the Company, 6,313 of the Shares held by Mr. Sauey, 906 of the Shares
held by Mr. David and 906 of the Shares held by Mr. Kaye have been placed
in escrow until approximately April 26, 1996. Thus, 8,125 of the 162,500
Shares may not be sold until that date.
Subject to the foregoing, 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.
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 June 22, 1995, there were 41,899,837 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
June 21, 1995, Mr. Jett beneficially owned 22,181 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, 1994 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, 1994, and the
related schedule included in the Annual Report on Form 10-K of the Company
for the year ended December 31, 1994 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 schedule are included in reliance upon such reports and upon the
authority of such firm as experts in accounting and auditing.
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TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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LEGGETT & PLATT, INCORPORATED
162,500 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
----------------------------
PROSPECTUS
----------------------------
June 23, 1995
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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 . . . . . . . . . . . . $ 2,266
Accounting fees and expenses . . . . . . . . 1,000
Legal fees and expenses. . . . . . . . . . . 500
Printing of documents. . . . . . . . . . . . 100
Miscellaneous. . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . $ 3,866
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
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 23rd day of
June, 1995.
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.
[S] [C] [C]
Signature Title Date
(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the June 23, 1995
Harry M. Cornell, Jr. Board, Chief Executive
Officer and Director
(b) Principal Financial Officer
and Principal Accounting Officer:
/s/ MICHAEL A. GLAUBER* Senior Vice President, June 23, 1995
Michael A. Glauber Finance & Administration
(c) Directors:
/s/ROBERT TED ENLOE, III* Director June 23, 1995
Robert Ted Enloe, III
/s/RICHARD T. FISHER* Director June 23, 1995
Richard T. Fisher
/s/FRANK E. FORD, JR.* Director June 23, 1995
Frank E. Ford, Jr.
/s/ROBERT A. JEFFERIES, JR.* Director June 23, 1995
Robert A. Jefferies, Jr.
/s/ALEXANDER M. LEVINE* Director June 23, 1995
Alexander M. Levine
/s/RICHARD L. PEARSALL* Director June 23, 1995
Richard L. Pearsall
/s/MAURICE E. PURNELL, JR.* Director June 23, 1995
Maurice E. Purnell, Jr.
/s/FELIX E. WRIGHT* Director June 23, 1995
Felix E. Wright
/s/ HARRY M. CORNELL, JR.
Harry M. Cornell, Jr.
*Attorney-in-Fact Pursuant
to Power of Attorney
Dated: April 25, 1995
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
April 25, 1995
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Form S-3 Registration Statement
Our File No. 2-70-51
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 162,500 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 23(a)
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, MO
April 20, 1995