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): August 17, 2006 (August 16, 2006)

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: (614) 438-3210

Not Applicable

(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:

     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))

Item 8.01. Other Events.

     On August 16, 2006, Worthington Industries, Inc. issued a news release announcing that, on that date, it had acquired Precision Specialty Metals, Inc. (“PSM”), a processor of stainless steel located in Los Angeles, California, for $33.7 million in cash. The purchase price is subject to change pursuant to a working capital adjustment and an earnout that could be paid based on certain financial targets being met through August 31, 2009. PSM will be included in the Steel Processing reportable segment of Worthington Industries, Inc. and its subsidiaries. The August 16, 2006 news release is filed as Exhibit 99.1 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 exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Worthington Industries, Inc. on August 16, 2006

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SIGNATURES

     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: August 17, 2006	By:	/s/ Dale T. Brinkman Dale T. Brinkman, Vice President — Administration, General Counsel and Secretary

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release issued by Worthington Industries, Inc. on August 16, 2006

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EX-99.1

Exhibit 99.1

For Immediate Release

Worthington Industries Acquires Precision Specialty Metals

COLUMBUS, Ohio, August 16, 2006—Worthington Industries, Inc. (NYSE:WOR) announced today that it has acquired Precision Specialty Metals, Inc. (PSM), a processor of stainless steel located in Los Angeles, California, for $33.7 million in cash. The purchase price is subject to change pursuant to a working capital adjustment and an earnout that could be paid based on certain targets being met through 2009. The revenues of PSM were approximately $50 million for the last calendar year. PSM will be included in Worthington’s Steel Processing business segment.

The acquisition is expected to be nominally accretive to earnings per share in fiscal 2007.

Worthington Steel President, Joe Harden, stated, “This transaction represents a natural extension of our focus on value-added processing of flat-rolled steel, providing us with a new product line, stainless steel, and a West Coast base for the introduction of carbon flat-rolled steel processing.”

About Worthington Steel

Worthington Steel, a Worthington Industries company, is one of America’s largest independent steel processors of flat rolled steel. Operating 11 facilities across the United States, the company offers the widest range of services in the industry including acrylic coating, cleaning, cold-rolling, configured blanking, cutting-to-length, dry lubricating, edging, galvannealing, hot-dipped galvanizing, hydrogen annealing, pickling, slitting, temper rolling and tension leveling.

About Worthington Industries

Worthington Industries is a leading diversified metal processing company with annual sales of approximately $3 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. Worthington employs more than 8,000 people and operates 61 facilities in 10 countries.

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Worthington Industries
August 16, 2006
Page 2

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. Worthington Industries is listed as one of America’s Most Admired Companies and one of the 100 Best Companies to Work For in America by Fortune magazine.

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 relating to the expected benefits of the acquisition such as market profile and product offering and projected timing, results and expenditures related to the acquisition; future, estimated or expected earnings, charges, working capital, sales, operating results, earnings per share or the earnings impact of certain matters; pricing trends for raw materials and finished goods; new products and markets; and other non-historical matters constitute “forward looking statements” within the meaning of the Act. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation: the possibility that costs or difficulties related to the integration of the business acquired are greater than expected and any resulting synergies following the acquisition are lower or take longer to realize than expected; the ability to maintain relationships with customers of the acquired business; product demand and pricing, changes in product mix and market acceptance of products; fluctuations in pricing, quality or availability of raw materials (particularly steel), supplies, utilities and other items required by operations; the ability to realize price increases, cost savings and operational efficiencies on a timely basis; capacity levels and efficiencies within facilities and within the industry as a whole; financial difficulties of customers, suppliers, and others with whom the company does business; the effect of national, regional and worldwide economic conditions generally and within major product markets, including a prolonged or substantial economic downturn; the effect of adverse weather on facility and shipping operations; changes in customer spending patterns and supplier choices and risks associated with doing business internationally, including economic, political and social instability and foreign currency exposure; acts of war and terrorist activities; the ability to improve processes and business practices to keep pace with the economic, competitive and technological environment; deviation of actual results from estimates and/or assumptions used by the company in the application of its significant accounting policies; level of imports and import prices in the company’s markets; the impact of governmental regulations, both in the United States and abroad; and other risks described from time to time in filings with the United States Securities and Exchange Commission.

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