-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tc44JDfxagY6iXAcUZ9y4gLVwDLRsWe6rLjx6u1WaGj8idmSv03/v3GYUtIMbPTv BAyhM9zUvvDFRkEMf7Tbhw== 0000950152-03-005091.txt : 20030507 0000950152-03-005091.hdr.sgml : 20030507 20030506185145 ACCESSION NUMBER: 0000950152-03-005091 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030421 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON INDUSTRIES INC CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 03684971 BUSINESS ADDRESS: STREET 1: 1205 DEARBORN DR CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 1205 DEARBORN DR CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 8-K/A 1 l00820ae8vkza.txt WORTHINGTON INDUSTRIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2003 -------------- Commission file number: 33-57981 -------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Worthington Industries, Inc. Deferred Profit Sharing Plan B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Worthington Industries, Inc. 1205 Dearborn Drive Columbus, Ohio 43085 Item 5. Other Events and Regulation FD Disclosure. CHANGE IN INDEPENDENT AUDITORS FOR THE WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN: Ernst & Young LLP ("Ernst & Young") has been the independent auditor of the financial statements of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the "Plan"). By letter dated April 21, 2003, Ernst & Young resigned as independent auditors for the Plan and the client relationship between Ernst & Young and the Plan has ceased. Ernst & Young has provided and continues to provide outsourced internal audit services to Worthington Industries, Inc. (the "Company"), which is the issuer of certain of the securities held pursuant to the Plan. Accordingly, PricewaterhouseCoopers LLP has been engaged as the independent auditors of the Plan's financial statements commencing with the audit of the financial statements for the plan year ended December 31, 2002. The Administrative Committee which administers the Plan authorized the change in independent auditors for the Plan effective as of April 21, 2003. The reports of independent auditors issued by Ernst & Young on the financial statements of the Plan as of and for the plan years ended December 31, 2001 and December 31, 2000 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. Further, during the Plan's two most recent plan years ended December 31, 2002, and during the subsequent interim period through April 21, 2003, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure in respect of the Plan, which, if not resolved to Ernst & Young's satisfaction, would have caused Ernst & Young to make reference to the subject matter of the disagreement in connection with its reports on the Plan's financial statements. None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K occurred in respect of the Plan during the Plan's two most recent plan years ended December 31, 2002, or during the subsequent interim period through April 21, 2003. The Company provided Ernst & Young with a copy of the foregoing disclosures, which are the same disclosures as were included in Item 5 of the Form 8-K, dated April 24, 2003, of the Plan. A letter from Ernst & Young, dated April 24, 2003, confirming its agreement with the disclosures in the first, third and fourth paragraphs of Item 5 on page 2 in the Form 8-K, dated April 24, 2003, of the Plan, is filed with this Current Report on Form 8-K/A as Exhibit 99. -2- During the Plan's two most recent plan years ended December 31, 2002 and during the subsequent interim period through April 21, 2003, neither the Administrative Committee which administers the Plan nor anyone else on the Plan's behalf consulted with PricewaterhouseCoopers LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, in respect of the Plan or regarding any of the other matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K as they may relate to the Plan. Item 7. Financial Statements and Exhibits. (a) and (b) Not Applicable (c) Exhibit: The following exhibit is being filed herewith: ------- Exhibit No. Description ----------- ----------- 99 Letter from Ernst & Young LLP regarding change in independent auditors for the Worthington Industries, Inc. Deferred Profit Sharing Plan [Remainder of page intentionally left blank; signature on following page.] -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Worthington Industries, Inc. Deferred Profit Sharing Plan has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized. WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN Dated: May 7, 2003 By: /s/ Dale T. Brinkman -------------------------------------- Printed Name: Dale T. Brinkman ---------------------------- Title: Member of the Administrative ----------------------------------- Committee which administers the ----------------------------------- Worthington Industries, Inc. ----------------------------------- Deferred Profit Sharing Plan ----------------------------------- -4- INDEX TO EXHIBITS Current Report on Form 8-K/A Dated May 7, 2003 Exhibit No. Description - ----------- ----------- 99 Letter from Ernst & Young LLP regarding change in independent auditors for the Worthington Industries, Inc. Deferred Profit Sharing Plan -5- EX-99 3 l00820aexv99.txt EX-99 LETTER FROM E & Y Exhibit 99 [Logo of Ernst & Young LLP] Ernst & Young LLP Phone: (614) 224-5678 1100 Huntington Center Fax: (614) 222-3939 41 South High Street www.ey.com Columbus, OH 43215 April 24, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 5 of Form 8-K dated April 24, 2003 of the Worthington Industries, Inc. Deferred Profit Sharing Plan and are in agreement with the statements contained in the first, third and fourth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP -----END PRIVACY-ENHANCED MESSAGE-----