-----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, Gf6EpBuwSbmhHYl5grjNqPETjYg4p6N3W4rIt5Ad+qOL4UWTNLJ/foXDeupFtjOK /0Wp0wtbeUMvJqhsNg2M2Q== 0001157523-08-009659.txt : 20081203 0001157523-08-009659.hdr.sgml : 20081203 20081203094933 ACCESSION NUMBER: 0001157523-08-009659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081201 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081203 DATE AS OF CHANGE: 20081203 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: 081226401 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 a5844671.htm 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):

December 3, 2008 (December 1, 2008)


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:

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 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of B. Andrew Rose to serve as Chief Financial Officer

On December 1, 2008, Worthington Industries, Inc. (the “Company”) announced the appointment of B. Andrew “Andy” Rose to Chief Financial Officer of the Company.  Mr. Rose, 38, most recently worked at MCG Capital Corporation from 2007-2008 where he was a senior investment professional recruited to open the new Atlanta office for the public company with $1.5 billion under management.  The firm made control-equity investments and provided debt financing for private equity sponsored deals.  Prior to that Mr. Rose was a Partner, co-founder and member of the Investment Committee with Peachtree Equity Partners, L.P, from 2002-2007, a $110 million private equity fund backed by Goldman Sachs.  Mr. Rose holds an M.B.A. from Duke University, Fuqua School of Business and a B.S. in Business Administration from the University of North Carolina, Kenan-Flagler Business School.

In connection with Mr. Rose’s appointment as Chief Financial Officer, he will receive an initial annual base salary of $350,000 and will be eligible for a maximum bonus of $250,000 for fiscal 2009, assuming that targets are met with the accomplishment of goals and objectives for the year. On December 1, 2008, Mr. Rose was granted a non-qualified stock option to purchase 15,000 shares of the Company’s common shares, at an exercise price of $11.81 per share, the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant. This option will vest over a 5-year period with 20% vesting on the first annual anniversary of the date of employment and the remainder vesting at the rate of 20% on each yearly anniversary thereafter until fully vested. The option will expire 10 years from date of grant. Mr. Rose was also granted a restricted share award of 5,000 shares which will vest on July 31, 2010.  Mr. Rose has no family relationships with executive officers or directors of the Company

A copy of the news release issued by the Company on December 1, 2008, to announce Mr. Rose’s appointment is included with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01         Financial Statements and Exhibits.

(a) – (c)

Not applicable.
 

(d)

Exhibits:
 
99.1 News Release issued by Worthington Industries, Inc. on December 1, 2008 related to the appointment of B. Andrew Rose as Chief Financial Officer.

2

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:

December 3, 2008

 

 

 

By:

/s/ Dale T. Brinkman

Dale T. Brinkman, Vice President-Administration,

General Counsel and Secretary

3

EX-99.1 2 a5844671ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Worthington Industries Names New CFO

COLUMBUS, Ohio--(BUSINESS WIRE)--December 1, 2008--Worthington Industries’ (NYSE: WOR) Chairman and CEO John P. McConnell today announced the appointment of B. Andrew “Andy” Rose as CFO of the company beginning December 1, 2008. Rose replaces John S. Christie, who retired in July.

“I am pleased that Andy is joining our team,” McConnell said. “His financial expertise and his leadership role in manufacturing and distribution investments have prepared him well for this position. Our finance group has done a good job of working through this period and the addition of Andy will strengthen our capabilities.”

Rose, 38, was most recently at MCG Capital Corporation, where he was a senior investment professional in the Atlanta office for the $1.5 billion public company. The firm makes control-equity investments and provides debt financing for private equity sponsored deals. Prior to that, Rose was a founding partner at Peachtree Equity Partners, L.P., a $110 million private equity fund backed by Goldman Sachs. There he managed debt and equity recapitalizations for manufacturing, distribution and service firms, served on the Board of Directors of various companies, advised management on growth strategies and operations and managed the firm’s institutional investor base. Previously, he was also vice president of private equity at Wachovia Capital Associates for five years.

McConnell also announced that Robert McMaster joined the corporate office, as senior financial adviser to the Chairman. McMaster has been working with the Worthington corporate finance group since September. He will continue working in this capacity for the foreseeable future applying his years of experience with KPMG and private industry. Over his 27 years with KPMG, McMaster served as managing partner of the Columbus office, the Ohio Valley Area Managing partner, and as a member of the firm’s operating committee. Most recently, McMaster was the CEO of ASP Westward L.P., a publisher of community newspapers. He serves on both public and private boards, including Carpenter Technology, Inc., a metals related 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. Worthington Industries and its subsidiaries employ more approximately 7,500 and operate 68 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.
Media Contact:
Cathy M. Lyttle, 614-438-3077
VP, Corporate Communications
E-mail: cmlyttle@WorthingtonIndustries.com
or
Investor Contact:
Allison M. Sanders, 614-840-3133
Director, Investor Relations
E-mail: asanders@WorthingtonIndustries.com
or
www.WorthingtonIndustries.com

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