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March 30, 2005
By facsimile to (314) 259-2020 and U.S. Mail
Ernest C. Jett, Esq.
Senior Vice President, General Counsel and Secretary
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, MO 64836
RE: Leggett & Platt, Incorporated.
Registration Statement on Form S-3
Filed March 9, 2005
File No. 333-123213
Dear Mr. Jett:
We reviewed the registration statement only for disclosures
relating to unallocated shelf registration offering issues and
have
the comments below. No further review of the registration
statement
has been or will be made.
We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.
Where indicated, we think that you should revise the document
in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
1. We note that Leggett & Platt, Incorporated or Leggett & Platt
discloses only general terms and provisions of the securities
offered
under the registration statement and may describe particular terms
and provisions in the prospectus supplement. We reserve the right
to
review any prospectus supplement filed relating to the securities
being offered under the registration statement.
2. If applicable, we would expect any prospectus supplement to
provide clear and reasonably detailed disclosure of these items:
* The nature and scope of any event of default provisions attached
to
the offered securities, including the specific types of events
protected against and the specific types of events not protected
against.
* The material effects of any change in control or poison put
provisions.
* The material effects on Leggett & Platt`s debt securities,
including the offered securities, if there is any anti-takeover
device relating to Leggett & Platt`s equity securities.
* In the case of listed securities, whether there is any assurance
that the listing will be obtained and, if obtained, whether there
is
any assurance that an active trading market in the offered
securities
will develop or continue.
* The material tax matters relating to the offered securities and
the
material effects for their holders.
* Confirmation before the registration statement`s effectiveness
that
Leggett & Platt will file a tax opinion if securities are offered
with original issue discount or other material tax consequences.
* The current amount of the total indebtedness obligations as of
the
most recent date practicable and any intent or plan to incur
additional indebtedness in the future.
* Any material risks and the material effects on the offered
securities and their holders if Leggett & Platt`s existing credit
arrangements contain provisions for interest rate hedging.
* The potential material effects on the offered securities and
their
holders if there is a bankruptcy, insolvency, or reorganization.
3. Give us a confirmation before the registration statement`s
effectiveness that Leggett & Platt will file appropriate
opinion(s)
of counsel with every takedown from the registration statement.
You
may file the opinion(s) under Rule 462(d) of Regulation C under
the
Securities Act or under cover of Form 8-K. See Release No. 33-
6174,
footnote 47.
4. Where the offered securities involve the issuance of a novel or
complex security, we may have comments on the disclosure in the
prospectus supplement or supplements. For the purchase contracts,
if
Leggett & Platt would prefer our review of the disclosure in
preliminary form rather than in the definitive prospectus
supplement,
submit the proposed prospectus supplement to us before the
intended
offering date.
Description of Debt Securities, page 6
5. Provide a brief description in any prospectus supplement of any
covenants or provisions in the governing indenture that may afford
a
debt holder protection if there is a highly leveraged transaction,
reorganization, restructuring, merger, or similar transaction
involving Leggett & Platt. Otherwise, disclose prominently in any
prospectus supplement that the provisions of the governing
indenture
do not afford holders of the debt securities protection if there
is a
highly leveraged transaction, reorganization, restructuring,
merger,
or similar transaction involving Leggett & Platt. Address the
applicability of the covenants or provisions and the ability of
Leggett & Platt`s board of directors or the trustee to waive the
covenants or provisions. Also address whether the covenants or
provisions may have limited applicability if there is a leveraged
buyout initiated or supported by Leggett & Platt, Leggett &
Platt`s
management, or any affiliate of Leggett & Platt or management.
6. If a prospectus supplement relates to debt that includes a term
providing for redemption at the option of the holder, give
appropriate consideration to whether an offer to purchase under
such
a term will constitute an issuer tender offer. If so, disclose
that
the offer will comply with any applicable regulations under the
federal securities laws, including Rule 14e-1 under the Exchange
Act.
7. If a prospectus supplement relates to debt that includes a term
providing for redemption at the option of the holder or repurchase
or
acceleration upon the occurrence of a triggering event or failure
to
maintain a particular financial ratio, provide adequate disclosure
of
any other liabilities that would have to be repaid and any
consents
or waivers that would have to be obtained before or concurrently
with
the triggered debt repurchase, repayment, or acceleration.
Disclose
any other potential limitations on Leggett & Platt`s financial
ability to comply with its obligations arising from such an
occurrence.
The Indentures, page 6
8. Revise the disclosure that the indentures and not the summaries
"define your rights as a holder of our debt securities" that can
be
read to imply that investors do not have rights under the federal
securities laws about the debt securities` description in the
prospectus. Also comply with this comment in the second paragraph
on
page 20, at the top of page 24, in the last paragraph on page 25,
and
the second paragraph on page 26 under "Description of Capital
Stock,
the first paragraph on page 32 under "Description of Depositary
Shares," the last paragraph under "Description of Warrants" on
page
35, the last paragraph under "Description of Purchase Contracts"
on
page 36, the second paragraph under "Description of Units" on page
37, and throughout the prospectus.
Description of Warrants, page 35
9. The disclosure describes warrants that pertain not only to the
classes of securities being registered but also to "other
securities"
that have not been registered under this registration statement.
Since all of the underlying classes of securities to which the
warrants relate must be identified in the registration statement,
revise the disclosure.
Plan of Distribution, page 38
10. Disclosures refer to the auctioning or remarketing of the
securities offered under this prospectus. Depending upon Leggett
&
Platt`s level of involvement in the reset mechanism, any offers or
sales under a reset mechanism may require registration under the
Securities Act. Provide us information about the procedures that
will be used and the participants in the auction or remarketing,
including the role of Leggett & Platt or its affiliates, if any.
Exhibit 5.1
11. Because debt is a contractual obligation and the legality
opinion
must opine on whether the contract is a legally binding
obligation,
counsel must opine on the laws of the state governing the
indenture.
Thus, revise the penultimate sentence on page 3.
About This Prospectus Supplement; Pricing Supplements, page S-3
12. We note the disclosure that "If information in this prospectus
supplement is inconsistent with the prospectus, this prospectus
supplement will apply and will supersede that information in the
prospectus." Since a prospectus supplement may supplement but may
not contradict, modify, or replace information in the prospectus,
revise.
Foreign Currency Considerations, page S-20
13. Revise the first paragraph`s disclosures to clarify that the
prospectus supplement, the accompanying prospectus, and any
pricing
supplement describe all material risks of an investment in notes
denominated in or the payment of which is related to the value of
a
foreign currency.
Closing
File an amendment to the S-3 in response to the comments. To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment. Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments. If you think that
compliance with any of the comments is inappropriate, provide the
basis in the letter. We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.
We urge all persons responsible for the registration
statement`s
accuracy and adequacy to make certain that all information
required
under the Securities Act of 1933 is included. Since Leggett &
Platt
and its management are in possession of all facts relating to the
disclosure in the registration statement, they are responsible for
the adequacy and accuracy of the disclosures that they have made.
If Leggett & Platt requests acceleration of the registration
statement`s effectiveness, Leggett & Platt should furnish a letter
at
the time of the request acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Leggett & Platt from its full responsibility for the
adequacy
and accuracy of the registration statement`s disclosures.
* Leggett & Platt may not assert our comments or the declaration
of
the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
We direct your attention to Rules 460 and 461 of Regulation C
under the Securities Act on requesting acceleration of a
registration
statement`s effectiveness. Allow adequate time after the filing
of
any amendment for further review before submitting a request for
acceleration. Provide this request at least two business days
before
the requested effective date.
You may direct questions on comments and other disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 942-1978 or me
at
(202) 942-2864.
Very truly yours,
Jennifer R. Hardy
Legal
Branch Chief
cc: R. Randall Wang, Esq.
William L. Cole, Esq.
1 Metropolitan Square, Suite 3600
St. Louis, MO 63102
John W. White, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 8th Avenue
New York, NY 10019
Ernest C. Jett, Esq.
March 30, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE