Pricing Agreement
EXHIBIT 1.2
EXECUTION COPY
Pricing Agreement
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
and
Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street
Charlotte, NC ###-###-####
As Representatives of the several
Underwriters named in Schedule I hereto,
November 4, 2004
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 November 4, 2004 (the Underwriting Agreement), between the Company on the one hand and J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, 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.
2
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/ Matthew C. Flanigan | |
Name: | Matthew C. Flanigan | |
Title: | Chief Financial Officer |
Accepted as of the date hereof:
J.P. Morgan Securities Inc.
By: | /s/ Maria Sramek | |
Name: | Maria Sramek | |
Title: | Vice President |
On behalf of each of the Underwriters
EXECUTION COPY
SCHEDULE I
Underwriter | Principal Amount of Designated Securities to be Purchased | ||
J.P. Morgan Securities Inc. | $ | 59,400,000 | |
Wachovia Capital Markets, LLC. | $ | 46,800,000 | |
SunTrust Capital Markets, Inc. | $ | 14,400,000 | |
Piper Jaffray & Co. | $ | 14,400,000 | |
Barclays Capital Inc. | $ | 9,000,000 | |
Banc of America Securities LLC | $ | 9,000,000 | |
ABN AMRO Incorporated | $ | 5,400,000 | |
BNY Capital Markets, Inc. | $ | 5,400,000 | |
TD Securities (USA) LLC. | $ | 5,400,000 | |
UMB Scout Brokerage Services Inc. | $ | 5,400,000 | |
Wells Fargo Securities, LLC | $ | 5,400,000 | |
Total | $ | 180,000,000 | |
SCHEDULE II
Title of Designated Securities:
4.65% Notes due 2014
Aggregate principal amount:
$180,000,000
Price to Public:
99.968% of the principal amount of the Designated Securities, plus accrued interest, if any, from November 12, 2004
Purchase Price by Underwriters:
99.318% 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), November 12, 2004
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:
November 15, 2014
Interest Rate:
4.65%
Interest Payment Dates:
May 15 and November 15, commencing May 15, 2005
Covenant and Redemption Provisions:
As described in the Prospectus Supplement dated November 4, 2004 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 LLP, Worldwide Plaza, 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. | |
Wachovia Capital Markets, LLC |
Address for Notices, etc.: J.P. Morgan Securities Inc.: 270 Park Avenue, New York, New York 10017, Attention: Transaction Execution Group; Fax ###-###-####
Other Terms:
N/A