-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O2MDhVJtjToWoqYfbZpoHT8+Ktn3yTx9HkVhPcTs5ZwkaV8ibajaAW8AZkHWlPt0 9MqfKKZCTvDUpw2MJUTAZw== 0000058492-94-000004.txt : 19940701 0000058492-94-000004.hdr.sgml : 19940701 ACCESSION NUMBER: 0000058492-94-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940628 EFFECTIVENESS DATE: 19940717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGGETT & PLATT INC CENTRAL INDEX KEY: 0000058492 STANDARD INDUSTRIAL CLASSIFICATION: 2510 IRS NUMBER: 440324630 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54339 FILM NUMBER: 94536263 BUSINESS ADDRESS: STREET 1: NO 1 LEGGETT RD CITY: CARTHAGE STATE: MO ZIP: 64836 BUSINESS PHONE: 4173588131 MAIL ADDRESS: STREET 1: NO. 1 LEGGETT ROAD CITY: CARTHAGE STATE: MO ZIP: 64836 S-8 1 Registration No. 33-____________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 44-0324630 (State of Incorporation) (IRS Employer Identification No.) No. 1 -- Leggett Road Carthage, Missouri 64836 (Address of Principal Executive Offices) 1989 FLEXIBLE STOCK PLAN (Full Title of the Plan) JOHN A. LYCKMAN Assistant General Counsel & Assistant Secretary LEGGETT & PLATT, INCORPORATED No. 1 -- Leggett Road Carthage, Missouri 64836 (Name and Address of Agent for Service) (417) 358-8131 (Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE Title of Proposed Proposed Securities Amount maximum maximum Amount of to be to be offering price aggregate registration registered registered per share* market price* fee Common Stock 1,701,599 $38.1875 $64,979,812 $22,406.83 *Estimated solely for purpose of calculation of the registration fee based upon the average of the high and low prices of the Company's Common Stock as reported in The Wall Street Journal for June 22, 1994, pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933. The contents of Registration Statement File No. 33-15441 are hereby incorporated by reference. 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-8 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 ______ day of June, 1994. LEGGETT & PLATT, INCORPORATED By /s/ Harry M. Cornell, Jr. Harry M. Cornell, Jr. Chairman of the Board and Chief Executive Officer 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 (a) Principal Executive Officer /s/ Harry M. Cornell, Jr. Chairman of the Board, Harry M. Cornell, Jr. Chief Executive Officer and Director (b) Principal Financial Officer and Principal Accounting Officer /s/ Michael A. Glauber Senior Vice President, Michael A. Glauber Finance & Administration Directors: Herbert C. Casteel* Director Herbert C. Casteel R. Ted Enloe* Director R. Ted Enloe Richard T. Fisher* Director Richard T. Fisher Frank E. Ford, Jr.* Director Frank E. Ford, Jr. Robert A. Jefferies, Jr.* Director Robert A. Jefferies, Jr. Alexander M. Levine* Director Alexander M. Levine James C. McCormick* Director James C. McCormick Richard L. Pearsall* Director Richard L. Pearsall Maurice E. Purnell, Jr.* Director Maurice E. Purnell Felix E. Wright* Director Felix E. Wright By /s/ Ernest C. Jett Ernest C. Jett *As Attorney-in-fact Pursuant to Power of Attorney dated February 9, 1994 EXHIBIT INDEX Exhibit Sequential Number Description Page Number (4) Leggett & Platt, Incorporated 1989 Flexible Stock Plan, as amended through May 11, 1994; reference is made to Appendix A to the Proxy Statement of Leggett & Platt, Incorporated dated April 4, 1994, concerning Leggett & Platt, Incorporated's Annual Meeting of Shareholders held May 11, 1994 (5) Opinion of Ernest C. Jett, Assistant General Counsel to the Registrant (23)(a) Consent of Price Waterhouse (23)(b) Consent of Assistant General Counsel (contained in opinion) (24) Power of Attorney dated February 9, 1994, reference is made to Exhibit 24 in Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 EX-5 2 June 28, 1994 Leggett & Platt Incorporated No. 1 Leggett Road Carthage Mo 64836 Re: 1989 Flexible Stock Plan Form S-8 Registration Statement Our File #3-19-5 Gentlemen: As Assistant General Counsel, Managing Director of the Legal Department, of Leggett & Platt, Incorporated, a Missouri corporation (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 (the "Registration Statement"), under the Securities Act of 1933, as amended, for 1,701,599 shares (the "Shares") of $.01 par value Common Stock (the "Common Stock") of the Company to be issued in accordance with the terms of the 1989 Flexible Stock Plan (the "Plan") of the Company. In this connection, I have examined and am familiar with the following documents: (i) Copy of the Restated Articles of Incorporation of the Company; (ii) Copy 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 relating to the adoption of the Plan; (iv) Copy of the Plan as amended through May 11, 1994; (v) The Registration Statement and all exhibits thereto. I have also examined such other documents as I have deemed necessary to the expression of the opinion contained herein. Leggett & Platt, Incorporated Page 2 June 28, 1994 Based upon the foregoing, I am of the opinion that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri; (ii) The Company has an authorized capitalization as set forth in the Registration Statement; (iii) The Plan has been duly created and adopted by 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; (iv) The issuance of Shares pursuant to the Plan has been duly and validly authorized by necessary corporate action; and (v) The Shares when issued in accordance with the terms of the Plan will be validly issued, fully paid and nonassessable. I hereby consent to the use of my name in the Registration Statement and the related Prospectus and to the filing of a copy of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, LEGGETT & PLATT, INCORPORATED /s/ Ernest C. Jett Ernest C. Jett Assistant General Counsel Managing Director, Legal Department ECJ/jmg EX-23 3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-8 of Leggett & Platt, Incorporated, of our report dated February 17, 1994, relating to the financial statements of Leggett & Platt, Incorporated, which appears in such Prospectus. We also consent to the use in the Registration Statement of our report dated February 17, 1994, on the Financial Statement Schedules which appears in Part II of this Registration Statement. We also consent to the reference to us under the headings "Experts" in such Prospectus. PRICE WATERHOUSE St. Louis, Missouri June 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----