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As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 33-56111
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
Missouri No. 1--Leggett Road 44-0324630
(State or other Carthage, Missouri 64836 (I.R.S. Employer
jurisdiction of (417) 358-8131 Identification No.)
incorporation or organization)
(Address, including zip code, and telephone number,
including area code,of registrant's principal executive offices)
John A. Lyckman, Assistant General Counsel, Leggett & Platt, Incorporated
No. 1--Leggett Road, Carthage, Missouri 64836, (417) 358-8131
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From
time to time after this Registration Statement becomes effective on dates,
at times and on terms not currently determined.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. X
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. X
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
54,453 Shares
Leggett & Platt, Incorporated
Common Stock
$.01 Par Value
The offering pursuant to this Registration Statement
(Reg. No.33-56111) has terminated. In accordance with Registrant's
undertakings all 8,348 shares (after taking into account a 2-for-1
stock split on September 15, 1996) of unsold Common Stock, $.01 par
value, of Leggett & Platt, Incorporated registered under this Registration
Statement is hereby removed from registration.
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.
[S] [C]
SEC registration fee $ 669
Accounting fees and expenses 500
Legal fees and expenses 1,000
Printing of documents 200
Miscellaneous 200
Total $ 2,369
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Articles of Incorporation and Missouri
corporation laws, each of the present and former directors and officers of
the Company may be entitled to indemnification under certain circumstances
from certain liabilities, claims and expenses arising from any threatened,
pending or completed action, suit or proceeding (including any such
action, suit or proceeding arising under the Securities Act of 1933), to
which they are made a party by reason of the fact that he is or was a
director or officer of the Company.
The Company insures its directors and officers against certain
liabilities and has insurance against certain payments which it may be
obliged to make to such persons under the indemnification provisions of
its Restated Articles of Incorporation.
Item 16. Exhibits
5 Opinion of Ernest C. Jett, Assistant General Counsel to
Registrant (previously filed)
23(a) Consent of Price Waterhouse LLP (previously filed)
23(b) Consent of Ernest C. Jett, Assistant General Counsel
(contained in opinion previously 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 Post-Effective Amendment No. 2 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 September, 1996.
LEGGETT & PLATT, INCORPORATED
By: /s/ ERNEST C. JETT
Ernest C. Jett
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 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
Harry M. Cornell, Jr. Executive Officer and Director
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER* Senior Vice President, Finance
Michael A. Glauber & Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President
Allan J. Ross Accounting September 27, 1996
(d) Directors:
/s/ ROBERT TED ENLOE, III* Director
Robert Ted Enloe, III
/s/ RICHARD T. FISHER* Director
Richard T. Fisher
/s/ ROBERT A. JEFFERIES, JR.* Director
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE* Director
Alexander M. Levine
/s/ MAURICE E. PURNELL, JR.* Director
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT* Director
Felix E. Wright
By /s/ ERNEST C. JETT September 27, 1996
Ernest C. Jett
*Attorney in Fact Pursuant to Power of Attorney
dated October 20, 1994.