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| WOR > SEC Filings for WOR > Form 8-K on 1-Jun-2009 | All Recent SEC Filings |
1-Jun-2009
Change in Directors or Principal Officers, Other Events, Financial Sta
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.
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.
(a) through (c): Not applicable.
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
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