As filed with the Securities and Exchange Commission on June 12, 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 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.
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
Proposed Proposed
Title of Each Class Amount to be Maximum Offering Maximum Amount of
of Securities to be Registered Price Per Share (1) Aggregate Offering Registration Fee
Registered Price (1)
_______________________________________________________________________________
Common Stock, $.01
par value and
attached Preferred
Stock Purchase Rights 455,203 shares $40.94 $18,636,010.82 $5,647.27
(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 10, 1997 on the
New York Stock Exchange Composite Tape of $40.94.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until theRegistrant
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
455,203 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 June 10, 1997 the average of the high
and low prices of the Common Stock on the New York Stock Exchange,
Composite Transactions was $40.94 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 June 12, 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 manufacturingequipment, 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 June 11, 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 o
Selling Shareholders Prior to Offering Hereby This Offering
Barry Evona Major 54,624 54,624 0
Billy Ray Moose 345,955 345,955 0
J.W. Moose 54,624 54,624 0
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 - 24, a Delaware corporation , a wholly owned
subsidiary of the Company with and into Iredell Fiber, Inc., a North Carolina
corporation ("Iredell"). As a result of the Merger, Iredell
became a wholly-owned subsidiary of the Company . 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 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 April 25, 1997 there were 92,301,320
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 LEGGETT & PLATT, INCORPORATED
Page
Available Information. . . . . . .2 455,203 Shares
Common Stock
Incorporation of Certain $.01 Par Value
Information by Reference. . . . ..2
The Company. . . . . . . . . . . .3 (and Preferred Stock
Purchase Rights attached
Use of Proceeds. . . . . . . . . .3 to the Common Stock)
Selling Shareholders . . . . . . .3 PROSPECTUS
Plan of Distribution . . . . . . .4
Capital Stock. . . . . . . . . . .5 June 12, 1997
Legal Opinions . . . . . . . . . .5 No dealer, salesperson or other
person has been authorized to give
Experts. . . . . . . . . . . . . .5 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 . . . . . . . . . . . . . . . . . $ 5,647.27
Accounting fees and expenses . . . . . . . . . . . . . 3,000
Legal fees and expenses. . . . . . . . . . . . . . . . 3,000
Printing of documents. . . . . . . . . . . . . . . . . 3,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . 1,000
__________
Total . . . . . . . . . . . . . . . . . . $15,647.27
==========
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
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 12th day of June, 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 June 12, 1997
Harry M. Cornell, Jr.
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, Finance June 12, 1997
Michael A. Glauber
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President - Accounting June 12, 1997
Allan J. Ross
(d) Directors:
/s/ RAYMOND F. BENTELE Director June 12, 1997
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director June 12, 1997
Robert Ted Enloe, III
/s/ RICHARD T. FISHER Director June 12, 1997
Richard T. Fisher
/s/ BOB L. GADDY Director June 12, 1997
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director June 12, 1997
David S. Haffner
/s/ THOMAS A. HAYS Director June 12, 1997
Thomas A. Hays
/s/ ROBERT A. JEFFERIES, JR. Director June 12, 1997
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director June 12, 1997
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director June 12, 1997
Richard L. Pearsall
/s/ DUANE W. POTTER Director June 12, 1997
Duane W. Potter
/s/ MAURICE E. PURNELL, JR. Director June 12, 1997
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director June 12, 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 the Legal Department and Secretary to the Registrant
(contained in Opinion)
Exhibit 5
June 12, 1997
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Form S-3 Registration Statement - Iredell Fiber, Inc.
Our File No. 2-70-_____
Gentlemen:
As Vice President and 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 455,203 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 issuance 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
of the Legal Department, and Secretary
ECJ/slk
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
Price Waterhouse LLP
St. Louis, Missouri
June 9, 1997
