As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
Missouri No. 1--Leggett Road 44-0324630
(State or other jurisdiction of Carthage, Missouri 64836 (I.R.S. Employer
incorporation or organization) (417) 358-8131 Identification No.)
(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, check the following box and
list the Securities Act registration 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.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Securities Amount to be Maximum Offering Maximum Amount of
to be Registered Registered Price Per Share(1) Aggregate Offering Registration Fee
Common Stock, $.01
par value and
attached Preferred
Stock Purchase Rights 100,000 shares $37.6875 $3,768,750 $1,142
(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 May 22, 1997 on the New York Stock Exchange
Composite Tape of $37.6875.
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
100,000 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 the 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 Selling Shareholders. (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 to
which the "Prospectus" is a part 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 May 22, 1997 the average of the high and
low prices of the Common Stock on the New York Stock Exchange, Composite
Transactions was $37.6875 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.
The date of this Prospectus is May 23, 1997.
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, NW, 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, NW, Washington, D.C. 20549 at prescribed rates. The Commission
also maintains a Web site at "http://www.sec.gov" which contains reports, proxy
statements and other information regarding registrants that file electronically
with the commission. 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, 1996.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
(3) The description of the 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 in 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 serves markets for components and
related products for bedding, furniture and other furnishings including
commercial fixtures, store displays, shelving, and related products as well as
materials, equipment and technologies used by Company operations and other
manufacturers in diverse markets. 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
furniture; chair controls, aluminum, steel and plastic bases for office
furniture; non-fashion fabrics and other furniture supplies; aluminum die
castings for gas barbeque grills and other furnishings.
The Company also makes some finished furnishings products. Examples
include bed frames, daybeds, bunk beds, headboards, electric beds, carpet
underlay, point-of-purchase displays, other wood, metal and wire displays,
shelving and other commercial fixtures. These finished products are sold
to manufacturers that also buy the Company's components or to wholesalers
and retailers. Point-of-Purchase displays are sold to manufacturers of
packaged goods for use in retail stores. Other commercial fixtures are sold to
retailers to furnish their stores and other end users for food service, office
and industrial applications.
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. Examples of these diversified products include
industrial wire, steel tubing, automotive seat suspension systems, aluminum
ingot, 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.
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 including the number of shares of the
Common Stock beneficially owned by each Selling Shareholder as of May 22, 1997
and the number of shares of the Common Stock being offered for the account of
such Selling Shareholder pursuant to this Prospectus.
Shares Shares to Be Owned
Name of Beneficially Owned Shares Offered After Completion of
Selling Shareholders Prior to Offering Hereby This Offering
Robert E. Porter 184,117 50,000 134,117
Michael R. Porter 150,641 50,000 100,641
Each of the Selling Shareholders received the Shares offered hereby
directly or indirectly in connection with the merger (the "Merger") of PI
Acquisition Corp., a Massachusetts corporation and wholly-owned subsidiary
of the Company with and into Porter International, Inc., a Massachusetts
corporation ("Porter"). As a result of the Merger, Porter became a wholly-
owned subsidiary of the Company. In connection with this transaction,
Michael R. Porter entered into an employment agreement with Porter pursuant
to which Mr. Porter serves as President of Porter. Aside from this
employment agreement, 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.
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 tradein 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 April 25, 1997 there were 92,809,012 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, Vice President and Managing Director of the Legal
Department and Secretary 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 February 28, 1997, Mr. Jett beneficially owned 62,480 shares of
Common Stock and held options to purchase an additional 29,350 shares of
Common Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to Form 10-K for the year ended December 31, 1996, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . .4
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
LEGGETT & PLATT, INCORPORATED
100,000 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
PROSPECTUS
May 23, 1997
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.
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 . . . . . . . . . . . . . . . . . $ 1,142
Accounting fees and expenses . . . . . . . . . . . . . 3,000
Legal fees and expenses. . . . . . . . . . . . . . . . 3,000
Printing of documents. . . . . . . . . . . . . . . . . 3,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . 1,000
Total . . . . . . . . . . . . . . . . . . $ 11,142
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 as
amended), 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, Esq., Vice President and Managing
Director of the Legal Department and Secretary to Registrant
23(a)Consent of Price Waterhouse LLP
23(b)Consent of Ernest C. Jett, Esq., Vice President and Managing
Director of the Legal Department and Secretary to Registrant
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 23rd day of
May, 1997.
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 Ernest C. Jett, 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 dates indicated.
Signature Title Date
(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, Chief May 23, 1997
Harry M. Cornell, Jr. Executive Officer and Director
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, Finance May 23, 1997
Michael A. Glauber & Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President - Accounting May 23, 1997
Allan J. Ross
(d) Directors:
/s/ RAYMOND F. BENTELE Director May 23, 1997
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director May 23, 1997
Robert Ted Enloe, III
/s/ BOB L. GADDY Director May 23, 1997
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director May 23, 1997
David S. Haffner
/s/ ROBERT A. JEFFERIES, JR. Director May 23, 1997
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director May 23, 1997
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director May 23, 1997
Richard L. Pearsall
/s/ DUANE W. POTTER Director May 23, 1997
Duane W. Potter
/s/ MAURICE E. PURNELL, JR. Director May 23, 1997
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director May 23, 1997
Felix E. Wright
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Esq., Vice President - Managing Director of
the Legal Department and Secretary to the Registrant
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Esq., Vice President - Managing Director of
Legal Department and Secretary to the Registrant (contained in Opinion)
May 23, 1997
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Porter International, Inc.--Form S-3 Registration Statement
Our File No.: 2-70-64
Gentlemen:
As Vice President, 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 100,000 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
Vice President
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 5, 1997 appearing on page 27 of Leggett & Platt
Incorporated and Subsidiaries' Annual Report on Form 10-K for the year
ended December 31, 1996. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
St. Louis, Missouri
May 23, 1997
