As filed with the Securities and Exchange Commission on June 27, 1995
Registration No. 33-________
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 Carthage, Missouri 64836 (I.R.S. Employer
jurisdiction of (417) 358-8131 Identification No.)
incorporation or (Address, including zip code, and telephone
organization) 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
================================================================================
Proposed Proposed
Title of Each Class of Amount to be Maximum Offering Maximum Aggregate Amount of
Securities to be Registered Registered Price Per Offering Registration
Share(1) Price Fee
________________________________________________________________________________
Common Stock, $.01 par
value and attached Preferred
Stock Purchase Rights 41,668 shares $43.00 $1,791,724 $618
================================================================================
(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 June 23, 1995 on the New York Stock
Exchange Composite Tape of $43.00.
--------------------
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 Registra-
tion 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
41,668 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 advise
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 trans-
actions, 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 Prospec-
tus and all filing, legal and accounting fees incurred in connection with regis-
tration 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 22, 1995 the average of the high and low
prices of the Common Stock on the New York Stock Exchange, Composite Trans-
actions 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 Pros-
pectus 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 27, 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 there-
with 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 Commis-
sion 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., Washing-
ton, D.C. 20549 at prescribed rates. Reports, proxy statements and other infor-
mation 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 incor-
porated 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 incor-
porated 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 execu-
tive 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 box-
springs; 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 furniture; 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
commercial 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
diversified 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 products, 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 approx-
imately 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 22, 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
S. David Gray 20,834 20,834 -0-
Roger Tornero 20,834 20,834 -0-
None of the Selling Shareholders has held any position or office or other-
wise 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 MFC
Acquisition Corp., a wholly-owned subsidiary of the Company, into Matrex
Furniture Components, Inc., a North Carolina corporation ("Matrex"). As a
result of this transaction, Matrex 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 pre-
vailing 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 trans-
actions 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 Registra-
tion Statement on Form 8-A, dated June 5, 1979, including any amendments or
reports filed for the purpose of updating such description, which is incorpor-
ated 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 22, 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 subsi-
diaries as of December 31, 1994 and 1993, and the related consolidated state-
ments 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.
===============================================================================
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .3
Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
===========================================================================
LEGGETT & PLATT, INCORPORATED
41,668 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
----------------------------------
PROSPECTUS
----------------------------------
June 27, 1995
==============================================================================
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 con-
nection with the issuance and distribution of the securities being registered,
exclusive of those expenses to be borne by the Selling Shareholders.
SEC registration fee . . . . . . . . . . . . . $ 618
Accounting fees and expenses . . . . . . . . . 1,000
Legal fees and expenses. . . . . . . . . . . . 750
Printing of documents. . . . . . . . . . . . . 100
Miscellaneous. . . . . . . . . . . . . . . . . 0
_______
Total . . . . . . . . . . . . . . . . . . $ 2,468
=======
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Articles of Incorporation and Missouri corpor-
ation laws, each of the present and former directors and officers of the Com-
pany may be entitled to indemnification under certain circumstances from cer-
tain liabilities, claims and expenses arising from any threatened, pending or
completed action, suit or proceeding (including any such action, suit or pro-
ceeding 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 para-
graphs 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 Securi-
ties 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 deter-
mining 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 Securi-
ties Exchange Act of 1934) that is incorporated by reference in the Registra-
tion 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 require-
ments 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 Prospec-
tus 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 other-
wise, 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 Regis-
trant 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 State-
ment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Carthage, State of Missouri, on the 27th 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
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 resubstitu-
tion, 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 Regis-
tration 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 Registra-
tion 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 June 27, 1995
Harry M. Cornell, Jr. Executive Officer and Director
(b) Principal Financial Officer
and Principal Accounting
Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, Finance June 27, 1995
Michael A. Glauber & Administration
(c) Directors:
/s/ RAYMOND F. BENTELE Director June 27, 1995
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director June 27, 1995
Robert Ted Enloe, III
/s/ RICHARD T. FISHER Director June 27, 1995
Richard T. Fisher
/s/ FRANK E. FORD, JR. Director June 27, 1995
Frank E. Ford, Jr.
/s/ ROBERT A. JEFFERIES, JR. Director June 27, 1995
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director June 27, 1995
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director June 27, 1995
Richard L. Pearsall
/s/ MAURICE E. PURNELL, JR. Director June 27, 1995
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director June 27, 1995
Felix E. Wright
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)
June 27, 1995
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Matrex--Form S-3 Registration Statement (First Demand)
Our File No. 2-70-52
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 41,668 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/lab
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 14, 1995 appearing on page 30 of Leggett & Platt, Incorporated's
Annual Report on Form 10-K for the year ended December 31, 1994. We also
consent to the incorporation by reference of our report to the Financial State-
ment Schedule, which appears on page 36 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
June 27, 1995
