EXHIBIT 1.2
Pricing Agreement
J.P. Morgan Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
270 Park Avenue
New York, New York
March 19, 2003
Ladies and Gentlemen:
Leggett & Platt, Incorporated, a Missouri corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 19, 2003 (the "Underwriting Agreement"),
between the Company on the one hand and J.P. Morgan Securities Inc., on the
other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Leggett & Platt, Incorporated
By: /s/ Felix E. Wright
----------------------------------
Name: Felix E. Wright
Title: Chairman of the Board and
Chief Executive Officer
Accepted as of the date hereof:
J.P. Morgan Securities Inc.
By: /s/ Stephen L. Sheiner
------------------------------------------
Name: Stephen L. Sheiner
Title: Vice President
On behalf of each of the Underwriters
2
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Underwriter Purchased
- ----------- ---------
J.P. Morgan Securities Inc. .................................... $100,000,000
Wachovia Securities, Inc. ...................................... 30,000,000
U.S. Bancorp Piper Jaffray Inc. ................................ 30,000,000
SunTrust Capital Markets, Inc. ................................. 10,000,000
ABN AMRO Incorporated .......................................... 6,000,000
Barclays Capital Inc. .......................................... 6,000,000
BNY Capital Markets, Inc. ...................................... 6,000,000
TD Securities (USA) Inc. ....................................... 6,000,000
Wells Fargo Brokerage Services, LLC ............................ 6,000,000
------------
Total ........................................ $200,000,000
============
SCHEDULE II
Title of Designated Securities:
4.70% Notes due 2013
Aggregate principal amount:
$200,000,000
Price to Public:
99.753% of the principal amount of the Designated Securities, plus
accrued interest, if any, from March 21, 2003
Purchase Price by Underwriters:
99.103% of the principal amount of the Designated Securities
Form of Designated Securities:
Book-entry only form represented by one or more global securities
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time), March 21, 2003
Indenture:
Indenture dated as of November 24, 1999, between the Company and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
Trustee
Maturity:
April 1, 2013
Interest Rate:
4.70%
Interest Payment Dates:
April 1 and October 1, commencing October 1, 2003
Covenant and Redemption Provisions:
As described in the Prospectus Supplement dated March 19, 2003 relating
to the Designated Securities
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
As described in Article IV of the Indenture
Closing location for delivery of Designated Securities:
Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019
Additional Closing Conditions:
As described in the Underwriting Agreement
Names and addresses of Representatives:
Designated Representatives: J.P. Morgan Securities Inc.
Address for Notices, etc.: 270 Park Avenue, New York, New York 10017,
Attention: Transaction Execution Group, 7/th/ Floor; Fax (212) 834-6702
Other Terms:
N/A