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As filed with the Securities and Exchange Commission on December 17, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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)
1989 FLEXIBLE STOCK PLAN
(Full Title of the Plan)
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)
CALCULATION OF REGISTRATION FEE
Exhibits 5 & 23(b)
December 17, 1998
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Leggett & Platt, Incorporated 1989 Flexible Stock Plan
Form S-8 Registration Statement
Our File No.: 3-19-16
Gentlemen:
As Vice President, General Counsel and Secretary 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-8 under the
Securities Act of 1933, as amended (the "Registration Statement")
relating to 5,642,448 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 issued in accordance with the
terms of the 1989 Flexible Stock Plan (the "Plan").
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;
(iv) Copy of the Plan as amended through May 14, 1997; and
(v) 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 Plan has been duly created and adopted b the Board of
Directors of the Company and has been duly approved by the
Shareholders of the Company and is a legal, valid and binding
obligation of the Company enforceable in accordance with its terms;
(4) The issuance of Shares pursuant to the Plan has been duly and
validly authorized by the necessary corporate action; and
(5) The Shares when issued in accordance with the terms of the Plan
will be validly issued, fully paid and assessable.
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, General Counsel
and Secretary
ECJ/slk
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 4, 1998
which appears on page 29 of Leggett & Platt Incorporated and Subsidiaries'
Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
December 17, 1998