-----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, ShzFLY5+ztPPOunNqP6uuGQGaGNJ5An9mE8yDzTLg/PTdGtyNKMMR0VzJPOQ3kEb +eK+Zu11ugfhxzxwwylguA== 0001157523-05-005441.txt : 20050613 0001157523-05-005441.hdr.sgml : 20050611 20050613093333 ACCESSION NUMBER: 0001157523-05-005441 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050613 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050613 DATE AS OF CHANGE: 20050613 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 05891350 BUSINESS ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 8-K 1 a4908860.txt WORTHINGTON INDUSTRIES, INC. 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): June 13, 2005 ---------------------------- 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) 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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 7.01. Regulation FD Disclosure. On June 13, 2005, Worthington Industries, Inc. (the "Registrant") issued a news release announcing that the Registrant's Board of Directors authorized the repurchase of up to ten million of the Registrant's outstanding common shares. A copy of the news release is furnished as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a)-(b) Not Applicable. (c) Exhibits: Exhibit No. Description ------------------------------ 99.1 News Release issued by Worthington Industries, Inc. on June 13, 2005. The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liability 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. 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: June 13, 2005 By: /s/Dale T. Brinkman ----------------------------------------- Dale T. Brinkman, Vice President- Administration, General Counsel & Secretary 2 EX-99.1 2 a4908860ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Worthington Industries Announces 10,000,000 Share Repurchase Authorization COLUMBUS, Ohio--(BUSINESS WIRE)--June 13, 2005--Worthington Industries, Inc. (NYSE:WOR) today announced that its board of directors has authorized the repurchase of up to ten million, or approximately 11%, of its outstanding common shares. The purchases would be made from time to time, on the open market or in private transactions, with consideration given to the market price of the stock, the nature of other investment opportunities, cash flows from operations and general economic conditions. Worthington Industries is a leading diversified metal processing company with annual sales of nearly $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 66 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. CONTACT: Worthington Industries, Inc., Columbus Corporate Communications: Cathy Mayne Lyttle, 614-438-3077 cmlyttle@WorthingtonIndustries.com or Investor Relations: Allison McFerren Sanders, 614-840-3133 asanders@WorthingtonIndustries.com -----END PRIVACY-ENHANCED MESSAGE-----