Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
WOR > SEC Filings for WOR > Form 8-K on 1-Jun-2009All Recent SEC Filings

Show all filings for WORTHINGTON INDUSTRIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WORTHINGTON INDUSTRIES INC


1-Jun-2009

Change in Directors or Principal Officers, Other Events, Financial Sta


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

William S. Dietrich, II retired as a member of the Board of Directors (the "Board") of Worthington Industries, Inc. ("Worthington") effective on May 31, 2009. In accordance with the Worthington Industries, Inc. Board of Directors Corporate Governance Guidelines, a director is required to submit his or her resignation and retire effective at the conclusion of his or her three-year term ending immediately after attaining the age of 70. Mr. Dietrich, 71, had served in the class of directors of Worthington whose terms will expire at the 2009 Annual Meeting of Shareholders (the "2009 Annual Meeting"). The Board has also taken action to reduce the size of the Board from nine to eight directors.

Contemporaneously with the effectiveness of Mr. Dietrich's retirement, John R. Kasich was appointed to the class of directors whose terms will end at the 2009 Annual Meeting to fill the vacancy created by Mr. Dietrich's retirement, moving from the class of directors whose terms will end at the Annual Meeting of Shareholders in 2010. As a result, the Board consists of eight members -three in the class whose terms expire at the 2009 Annual Meeting, two in the class whose terms will expire in 2010 and three in the class whose terms will expire in 2011.



Item 8.01 Other Events

On June 1, 2009, Worthington announced that it has commenced a cash tender offer ("Tender Offer") for any and all of the $138.0 million outstanding principal amount of its 6.70% Notes due December 1, 2009 ("Notes"). The consideration payable for the Notes will be $1,025 per $1,000 principal amount of Notes, plus accrued and unpaid interest to, but not including, the payment date for the Notes purchased in the Tender Offer, which will be the fourth business day following the Expiration Time (as defined below). The Tender Offer will expire at 5:00 p.m. EDT, on Monday, June 8, 2009, unless extended or earlier terminated by Worthington (the "Expiration Time"). Worthington News Release dated June 1, 2009 is filed herewith as Exhibit 99.1, and is incorporated by reference herein.

On June 1, 2009, Worthington issued a New Release announcing that it has signed a purchase agreement to acquire the assets of Piper Metal Forming Corporation, U.S. Respiratory, Inc. and Pacific Cylinders, Inc. The acquired assets will be included in Worthington's Pressure Cylinders business segment. The June 1, 2009 News Release is included as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(a) through (c): Not applicable.



(d) Exhibits. The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.                              Description
             News Release issued on June 1, 2009, Worthington Industries
             Announces Tender Offer for Outstanding 6.70% Notes Due December 1,
    99.1     2009
             News Release issued on June 1, 2009, Worthington Industries to
    99.2     Acquire Piper Metal Forming Corporation

  Add WOR to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for WOR - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.