-----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, D4d1PKgXy8t6mjeW9Aq1MZW5+OnVtA6x6ZqfrvJ98P4vk97acNC2cSdZFnp6AGpJ gC8fjHCSouBiQqbxyrN2/g== 0001157523-05-010004.txt : 20051110 0001157523-05-010004.hdr.sgml : 20051110 20051110172213 ACCESSION NUMBER: 0001157523-05-010004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051110 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 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: 051195068 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 a5018142.txt WORTHINGTON INDUSTRIES 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): November 10, 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: |_| 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)) Item 7.01. Regulation FD Disclosure. On November 10, 2005, Worthington Industries, Inc. (the "Registrant") issued a news release in which it announced the formation of Dietrich Construction Group to advance the use of light gauge steel framing in the construction marketplace. The group will include businesses focusing on mid-rise light commercial structures, military housing, single and multi-family housing and international construction opportunities with a focus on China. Item 9.01. Financial Statements and Exhibits. (a)-(c) Not applicable. (d) Exhibits: Exhibit No. Description - ---------------------------- 99.1 News Release issued by Worthington Industries, Inc. on November 10, 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 "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: November 10, 2005 By: /s/ Dale T. Brinkman ------------------------------------- Dale T. Brinkman, Vice President-Administration, General Counsel & Secretary EX-99.1 2 a5018142ex99_1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Worthington Industries Forms Dietrich Construction Group COLUMBUS, Ohio--(BUSINESS WIRE)--Nov. 10, 2005--Worthington Industries (NYSE:WOR) announced today the formation of Dietrich Construction Group to advance the use of light gauge steel framing in the construction marketplace. The group will include businesses focusing on mid-rise light commercial structures, military housing, single and multi-family housing and international construction opportunities with a focus on China. "We have been developing these construction operations within our Dietrich Metal Framing company, but believe we can best capture their growth opportunities by organizing them into a focused, separately managed group," said John P. McConnell, Worthington Industries Chairman and CEO. "This group will focus on converting traditional construction methods to our light gauge framing systems and separating it from our Dietrich manufacturing operations underscores our commitment to provide the resources the group needs to reach its full potential." The Dietrich Construction Group will consist of Dietrich Building Systems (DBS), Dietrich Residential Construction (DRC) and an R&D project in China. DBS focuses on mid-rise and light commercial structures such as apartments, condominiums, hotels, student housing and assisted living. This business has been operating for more than two years with a design build delivery method for projects in many areas of the country. Dietrich Residential Construction (DRC) works with contractors on the military's housing upgrade and privatization program for military personnel by converting housing project designs from wood to light gauge steel. DRC was operating as a Worthington joint venture and is now wholly owned by the company. The construction group also has plans to develop the residential market by working with large housing tract developers to convert wood designs to steel. Dietrich Construction Group is preparing to construct a six-story apartment building using light gauge steel in Changshu, China, at the request of China's Ministry of Construction. The project will help determine the acceptance of hollow wall construction and the financial feasibility of this construction method in China. McConnell announced that George L. Harakal Jr. will be the President of the newly formed group. Harakal has been with Dietrich Metal Framing since June of 2003 as Vice President of Construction. "George has a tremendous knowledge of the industry and the proven leadership in this field to drive the growth of these businesses," McConnell added. Prior to joining Dietrich, Harakal spent more than 30-years in the construction business. Dietrich Metal Framing is the largest manufacturer of steel framing products in the United States. Dietrich's 2,000 employees in 30 facilities use state-of-the-art equipment and in-house metallurgic labs to ensure superior product performance and competitive prices. Dietrich Metal Framing, founded in 1959, is a Worthington Industries Company. 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, metal ceiling grid systems, pressure cylinders, automotive past model service stampings and laser welded blanks. The company employs 7,500 people and operates 65 facilities in 10 countries. 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. 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-----