Registration No. 333-60547
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
Missouri No. 1--Leggett Road 44-0324630
(State or other Carthage, Missouri 64836 (I.R.S. Employer
jurisdiction of (417) 358-8131 Identification No.)
incorporation or 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
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 Section8(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 July 30, 1998 the average of the high
and low prices of the Common Stock on the New York Stock Exchange,
Composite Transactions was $27.78125 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 August 3, 1998.
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, 1997,
except for per share amounts which have been restated for a two-
for-one stock split which is disclosed under the section entitled
"Recent Stock Split."
(2) Quarterly report on Form 10-Q for the quarter ended March 31,1998.
(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 August 3, 1998 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
S. Bailey Company Limited 60,000 60,000 0
Winkels Holding Limited 40,000 40,000 0
None of the Selling Shareholders has held any position or office or
otherwise had a material relationship with the Company within the past
three years other than as a result of the ownership of the Shares of the
Common Stock of the Company.
Each of the Selling Shareholders received the Shares offered hereby
directly or indirectly in connection with the acquisition of three related
private Canadian companies by the Company. These entities are now wholly
owned subsidiaries 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.
RECENT STOCK SPLIT
On May 13, 1998, the Board of Directors of the Company declared a
two-for-one stock split in the form of a stock dividend for shareholders
of record on May 29, 1998. The shares were distributed to shareholders
on June 15, 1998. All references to per share amounts have been restated
to reflect the stock split.
1997 1996 1995 1994 1993
(Unaudited)
(Dollar amounts in millions, except per share data)
Summary of Operations
Net Sales $2,909.2 $2,466.2 $2,256.9 $2,009.1 $1,526.7
Earnings from
continuing operations 208.3 153.0 134.3 119.5 85.6
Basic earnings per share
from continuingoperations 1.09 0.84 0.76 0.69 0.53
Diluted earnings per share
from continuing operations 1.08 0.83 0.75 0.68 0.52
Cash dividends declared
per share 0.27 0.23 0.19 0.155 0.135
Summary of Financial Position
Total Assets $2,106.3 $1,712.9 $1,478.1 $1,327.0 $1,080.1
Long-term Debt 466.2 388.5 380.6 364.1 306.1
Merger related costs of $16.4 after-tax or $.09 per basic and diluted share
are included in 1996 earnings from continuing operations.
RECENT DEVELOPMENTS
Leggett & Platt reported second quarter sales and earnings on July
22, 1998.
Unaudited summaries of the results of operations for the second quarter
ended June 30, 1998 and 1997 are shown below, togehter with summaries for the
first six months of both years.
(All amounts in millions, except per share data)
SECOND QUARTER ENDED JUNE 30, 1998 1997
____________________________ _____ _____
Net Sales $855.4 $721.2
Cost of goods sold 636.1 537.7
______ ______
Gross Profit 219.3 183.5
Selling, Distribution &
Administrative Expenses 105.0 87.9
Interest Expense 10.0 8.2
Other deductions (income), net 3.5 3.5
______ ______
Earnings before income taxes 100.8 83.9
Income Taxes 37.4 31.9
______ ______
Net Earnings $ 63.4 $ 52.0
______ ______
______ ______
Earnings per share*
Basic $ 0.32 $ 0.28
Diluted $ 0.32 $ 0.27
Average Shares Outstanding*
Basic 197.6 188.0
Diluted 200.9 190.4
SIX MONTHS ENDED JUNE 30, 1998 1997
_________________________ ______ ______
Net Sales $1,648.6 $1,394.4
Cost of goods sold 1,227.0 1,040.8
______ ______
Gross Profit 421.6 353.6
Selling, Distribution &
Administrative Expenses 203.6 170.3
Interest Expense 18.8 15.3
Other deductions (income), net 5.7 6.0
______ ______
Earnings before income taxes 193.5 162.0
Income Taxes 72.2 61.6
______ ______
Net Earnings $121.3 $100.4
______ ______
______ ______
Earnings per share*
Basic $ 0.62 $ 0.54
Diluted $ 0.61 $ 0.53
Average Shares Outstanding*
Basic 196.9 187.2
Diluted 200.3 189.9
*Previously reported share data have been adjusted to reflect a two-for-
one stock split distributed on June 15, 1998.
On August 6, 1998 the Board of Directors of Leggett & Platt,
Incorporated declared a third quarter dividend of $.08 per share. The
dividend will be paid on September 15, 1998 to shareholders of record
on August 21, 1998.
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 July 30, 1998 there were 196,727,001 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, General Counsel 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 June 15, 1998, Mr. Jett beneficially owned 83,638 shares of
Common Stock and held options to purchase an additional 29,218 shares of
Common Stock which are exercisable on or within 90 days of said date.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to Form 10-K for the year ended December 31, 1997, have been so
incorporated in reliance on the report of PricewaterhouseCoopers 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
August 3, 1998
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 $ 819.55
Accounting fees and expenses 3,000.00
Legal fees and expenses 3,000.00
Printing of documents 3,000.00
Miscellaneous 1,000.00
Total $10,819.55
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, General Counsel
and Secretary to Registrant
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Ernest C. Jett, Esq., Vice President, General Counsel
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 3rd day of August, 1998.
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, August 3, 1998
Harry M. Cornell, Jr. Chief Executive Officer
and Director
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, August 3, 1998
Michael A. Glauber Finance & Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President - Accounting August 3, 1998
Allan J. Ross
(d) Directors:
/s/ RAYMOND F. BENTELE Director August 3, 1998
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director August 3, 1998
Robert Ted Enloe, III
/s/ RICHARD T. FISHER Director August 3, 1998
Richard T. Fisher
/s/ BOB L. GADDY Director August 3, 1998
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director August 3, 1998
David S. Haffner
/s/ THOMAS A. HAYS Director August 3, 1998
Thomas A. Hays
/s/ ROBERT A. JEFFERIES, JR. Director August 3, 1998
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director August 3, 1998
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director August 3, 1998
Richard L. Pearsall
/s/ DUANE W. POTTER Director August 3, 1998
Duane W. Potter
/s/ MAURICE E. PURNELL, JR. Director August 3, 1998
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director August 3, 1998
Felix E. Wright
EXHIBIT INDEX
Exhibit Description
Number
5 Opinion of Ernest C. Jett, Esq., Vice President, General
Counsel and Secretary to Registrant
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Ernest C. Jett, Esq., Vice President, General
Counsel and Secretary to Registrant
