8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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)           September 20, 2004

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8399	31-1189815
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

200 Old Wilson Bridge Road, Columbus, Ohio	43085
(Address of principal executive offices)	(Zip Code)

(614) 438-3210

(Registrant’s telephone number, including area code)

No response required

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Section 7 — Regulation FD
	Item 7.01. Regulation FD Disclosure.
	Section 9 — Financial Statements and Exhibits.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EX-99.1

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure.

     On September 20, 2004, Worthington Industries, Inc. (the “Registrant”) issued a press release (the “September 20, 2004 Release”) announcing the completion on September 17, 2004 of the previously announced purchase of substantially all of the assets (other than real property) of the Western Industries, Inc. Propane & Specialty Gas Cylinder Group (the “Assets”) pursuant to the Asset Purchase Agreement, dated as of September 1, 2004. This acquisition gives the Registrant the capacity to manufacture 14.1 oz. and 16.4 oz. disposable cylinders for hand torches, camping stoves, portable heaters and table top grills from locations in Chilton and Menomonee Falls, Wisconsin (the “Business”). The revenues of the Western Propane & Specialty Gas Cylinder Group for the last calendar year were approximately $50 million.

     The Assets were purchased by Worthington Cylinder Acquisition, LLC, a subsidiary of the Registrant (“WCA”), for $64.5 million in cash, subject to an adjustment based on the “adjusted working capital” of the Business (as defined in the Asset Purchase Agreement) as of the closing of the transaction. The acquired Assets will be used in the Pressure Cylinders business segment of the Registrant.

Section 9 — Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

     (a)      Not applicable.

     (b)      Not applicable.

     (c)      Exhibits. A copy of the September 20, 2004 Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     The information in this Current Report on Form 8-K, including Exhibit 99.1 included herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, except if the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.

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.

	WORTHINGTON INDUSTRIES, INC.
Date: September 20, 2004	By:	/s/Dale T. Brinkman
		Dale T. Brinkman
		Vice President-Administration, General Counsel & Secretary

EX-99.1

Exhibit 99.1

For Immediate Release

Worthington Industries Closes Purchase of Western Cylinder Assets

COLUMBUS, Ohio, September 20, 2004 — Worthington Industries, Inc. (NYSE:WOR) said today that it has completed the previously announced purchase of the propane and specialty gas cylinder assets of Western Industries, Inc. on September 17, 2004.

Worthington Industries is a leading diversified metal processing company with annual sales of more than $2 billion. The Columbus, Ohio, based company is North America’s premier value-added steel processor and a leader in manufactured metal products such as metal framing, pressure cylinders, automotive past model service stampings, metal ceiling grid systems and laser welded blanks. The company employs 8,000 people and operates 61 facilities in 10 countries.

Founded in 1955, the company operates under a long-standing corporate philosophy rooted in the golden rule, with earning money for its shareholders as the first corporate goal. This philosophy, an unwavering commitment to the customer and one of the strongest employee/employer partnerships in American industry serve as the company’s foundation.

Safe Harbor Statement

The company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (“the Act”). Statements by the company, which are not historical information, constitute “forward looking statements” within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks described from time to time in the company’s filings with the Securities and Exchange Commission.

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