-----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, JeJGaFcDSvER52QGmWcnqADl1PpVXLL5yTggF838bF4qEoHjNKrgIWQB26GSvzEw BDODAQJXjEDo7YvqVqfL6g== 0001157523-05-010481.txt : 20051130 0001157523-05-010481.hdr.sgml : 20051130 20051130112738 ACCESSION NUMBER: 0001157523-05-010481 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051130 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051130 DATE AS OF CHANGE: 20051130 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: 051233576 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 a5030261.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): November 30, 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 30, 2005, Worthington Industries, Inc. (the "Registrant") issued a news release in which it announced that Dietrich Metal Framing, a subsidiary of the Registrant, has acquired the remaining 40 percent equity interest in Dietrich Metal Framing Canada, its Canadian metal framing joint venture, from its partner, Encore Coils Holdings Ltd. 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 30, 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 30, 2005 By: /s/ Dale T. Brinkman ------------------------------ Dale T. Brinkman, Vice President-Administration, General Counsel & Secretary EX-99.1 2 a5030261ex991.txt WORTHINGTON INDUSTRIES, INC. EXHIBIT 99.1 Exhibit 99.1 Dietrich Metal Framing Purchases the Remaining Share of Dietrich Metal Framing Canada COLUMBUS, Ohio--(BUSINESS WIRE)--Nov. 30, 2005--Dietrich Metal Framing, a Worthington Industries company (NYSE:WOR), today announced that it has acquired the remaining 40 percent equity interest in Dietrich Metal Framing Canada, its Canadian metal framing joint venture, from its partner Encore Coils. The joint venture was formed in November 2004 as a platform to provide Dietrich's light gauge steel framing, proprietary products, building systems and services to the Canadian construction market. In the twelve months since formation, Dietrich Metal Framing Canada established manufacturing facilities in Mississauga, a suburb of Toronto; Burnaby, a suburb of Vancouver and Montreal. Each facility is equipped with the latest, high speed roll forming and processing technology. An additional facility is being considered for Alberta. "We appreciate Encore's contribution and their help in the aggressive development and start-up of our three new Canadian manufacturing facilities," said Ed Ponko, President of Dietrich Metal Framing. "Making the operations a wholly-owned subsidiary is a natural progression to complement our customer strategy for North America. We are pleased with the progress and our ability to serve our loyal Canadian customers from local facilities." "Being able to work with the market leader in light gauge metal framing was very rewarding," said Roger Wild, Executive Vice President of the Encore Group. "We enjoyed the relationship - mission accomplished." Dietrich Metal Framing is the largest manufacturer of steel framing products in the United States. Dietrich's 2,000 employees in 27 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. Headquartered in Edmonton, Alberta, Encore Coils offers slitting, blanking, decoiling and inventory management services from facilities in Edmonton and Calgary, Alberta; Kelowna and Surrey, British Columbia; Saskatoon, Saskatchewan; and Winnipeg, Manitoba. Encore was formed after the acquisition of the North American specialty metals and carbon flat-rolled steel distribution businesses of Corus in March 2004. The specialty metals business was renamed Encore Metals and the flat-rolled steel business became Encore Coils. 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-----