SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 11, 1998
LEGGETT & PLATT, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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Missouri
(State or Other Jurisdiction of Incorporation)
1-7845
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(Commission File Number)
44-0324630
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(I.R.S. Employer Identification Number)
1 Leggett Road
Carthage, Missouri 64836
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(417) 358-8131
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Item 5. Other Events.
On November 11, 1998, the Board of Directors of Leggett & Platt,
Incorporated (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock, par value $0.01
per share, of the Company (the "Common Stock"). The dividend distribution is
payable on February 15, 1999 (the "Record Date") to the stockholders of record
as of the close of business on that date. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, no par value (the "Preferred Stock") of
the Company at a price of $105.00 per one one-hundredth of a share of Preferred
Stock (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a 1999 Rights Agreement dated as of February 15,
1999, as the same may be amended from time to time (the "Rights Agreement"),
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the tenth
business day following the date of public announcement or the date on which the
Company first has notice or determines that a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company or any
employee benefit plan of the Company) (an "Acquiring Person") has acquired, or
obtained the right to acquire, 20% or more of the outstanding shares of voting
stock of the Company without the prior express written consent of the Company
executed on behalf of the Company by a duly authorized officer of the Company
following express approval by action of at least a majority of the members of
the Board of Directors then in office (the "Stock Acquisition Date") or (ii) the
close of business on the tenth business day (or such later date as may be
determined by action of the Board of Directors but not later than the Stock
Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other than
the Company, any subsidiary of the Company or an employee benefit plan of the
Company) which, upon consummation, would result in such party's control of 20%
or more of the Company's voting stock (the earlier of the dates in clause (i) or
(ii) above being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Company's Common Stock. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
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as of the close of business on the Distribution Date and such separate
certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire, if not previously exercised, on February 15, 2009 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
share of Preferred Stock issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable and will be junior to any other series of preferred stock the
Company may issue (unless otherwise provided in the terms of such stock). Each
share of Preferred Stock will have a preferential dividend in an amount equal to
100 times any dividend declared on each share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will receive a preferred
liquidation payment of equal to the greater of $100 and 100 times the payment
made per share of Common Stock. Each share of Preferred Stock will have 100
votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted
or exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
in the event of mergers and consolidations, are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company, or any employee benefit plan of the Company) acquires 20% or more of
the Company's outstanding voting stock without the prior written consent of the
Board of Directors, each Right, except those held by such persons, would entitle
each holder of a Right to acquire such number of shares of the Company's Common
Stock as shall equal the result obtained by multiplying the then current
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Purchase Price by the number of one one-hundredths of a share of Preferred Stock
for which a Right is then exercisable and dividing that product by 50% of the
then current per-share market price of Company Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company, or any employee benefit plan of the Company) acquires more than 20% but
less than 50% of the outstanding Company Common Stock without prior written
consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.
If the Company were acquired in a merger or other business combination
transaction where the Company is not the surviving corporation or where Company
Common Stock is exchanged or changed or 50% or more of the Company's assets or
earnings power is sold in one or several transactions without the prior written
consent of the Board of Directors, each Right would entitle the holders thereof
(except for the Acquiring Person) to receive such number of shares of the
acquiring company's common stock as shall be equal to the result obtained by
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is then exercisable and dividing
that product by 50% of the then current market price per share of the common
stock of the acquiring company on the date of such merger or other business
combination transaction.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $0.005 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including, but not
limited to, modifying the redemption provisions or procedures and an amendment
to lower certain thresholds described above to not less than the greater of (i)
any percentage greater than the largest percentage of the voting power of all
securities of the Company then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons (other than an excepted
person) and (ii) 10%, except that from and after such time as any person or
group of affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the form
of Right Certificate, is attached hereto as Exhibit 4 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the form of Rights
Agreement (and the exhibits thereto) attached hereto.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Description of Exhibit
4 Form of 1999 Rights Agreement, dated as of February 15, 1999
between Leggett & Platt, Incorporated and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes the form of
Certificate of Designations, setting forth the terms of the
Series A Junior Participating Preferred Stock, no par value, as
Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Preferred Stock Purchase Rights as Exhibit C. Pursuant
to the Rights Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier of the
tenth day after public announcement that a person or group
(except for certain exempted persons or groups) has acquired
beneficial ownership of 20% or more of the outstanding shares of
Common Stock or the tenth business day (or such later date as may
be determined by action of the Board of Directors) after a person
commences, or announces its intention to commence, a tender offer
or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of the
outstanding shares of Common Stock.
99 Press release dated November 11, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEGGETT & PLATT, INCORPORATED
(Registrant)
Date: November 25, 1998 By: /s/ Ernest C. Jett
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Name: Ernest C. Jett
Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4 Form of 1999 Rights Agreement, dated as of February 15, 1999
between Leggett & Platt, Incorporated and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, which
includes the form of Certificate of Designations, setting
forth the terms of the Series A Junior Participating
Preferred Stock, no par value, as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Preferred
Stock Purchase Rights as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed
until as soon as practicable after the earlier of the tenth
day after public announcement that a person or group (except
for certain exempted persons or groups) has acquired
beneficial ownership of 20% or more of the outstanding
shares of Common Stock or the tenth business day (or such
later date as may be determined by action of the Board of
Directors) after a person commences, or announces its
intention to commence, a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the
outstanding shares of Common Stock.
99 Press release dated November 11, 1998.