a6081031.htm
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-48627
PROSPECTUS
WORTHINGTON
INDUSTRIES, INC.
200
Old Wilson Bridge Rd., Columbus, Ohio 43085
(614)
438-3210
DIVIDEND
REINVESTMENT
AND
STOCK
PURCHASE PLAN
1,000,000
Common Shares Without Par Value
Trading
Symbol: New York Stock Exchange - WOR
We are
offering our shareholders a simple and convenient method for purchasing common
shares, without payment of any brokerage commissions or service charges, through
the Dividend Reinvestment and Stock Purchase Plan (the
“Plan”). Shareholders who elect to participate in the Plan
may:
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Have
cash dividends on all or any part of their common shares automatically
reinvested in common shares.
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Invest
optional cash payments ranging from $50 to $5,000 per month in common
shares, whether or not dividends are being
reinvested.
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Common
shares purchased under the Plan may be purchased from us or purchased for
participants in the open market, at our option. The price of the
common shares purchased from us will be the average of the closing sales prices
reported on the New York Stock Exchange on the five business days immediately
preceding the applicable purchase date for which such prices have been
reported. If the common shares are purchased in the open market, the
price of the common shares will be the average purchase price of the common
shares. The closing price of our common shares on October 19, 2009
was $13.45.
Shareholders
enrolled in the Plan will continue to be enrolled until they notify Wells Fargo
Shareowner Services, administrator for the Plan, in writing, that they wish to
withdraw. Shareholders who do not participate and do not wish to
participate in the Plan will continue to receive cash dividends in the usual
manner.
Investment
in our common shares, as with any investment in securities, involves investment
risks, including the possible loss of principal. You should carefully
read the risk factors described in our filings with the Securities and Exchange
Commission.
_______________________________________
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
October
22, 2009
THE
COMPANY
Worthington
Industries, Inc. (“Worthington” or the “Company”) is primarily a diversified
metal processing company, focused on value-added steel processing and
manufactured metal products, such as metal framing, pressure cylinders,
automotive past- and current-model year service stampings and, through joint
ventures, metal ceiling grid systems and laser-welded blanks. We
operate numerous facilities, including equity positions in certain joint
ventures worldwide, and our corporate headquarters is located in Columbus,
Ohio. Our common shares are traded on the New York Stock Exchange
under the symbol “WOR.” We maintain an Internet site at: www.worthingtonindustries.com.
The
Company has three principal reportable business segments: Steel Processing,
Metal Framing and Pressure Cylinders. The Steel Processing business
segment consists of the Worthington Steel business unit (“Worthington
Steel”). The Metal Framing business segment consists of the Dietrich
Metal Framing business unit (“Dietrich”). The Pressure Cylinders
business segment consists of the Worthington Cylinder business unit
(“Worthington Cylinders”). All other business units not included in
these three reportable business segments are combined and disclosed in the
“Other” category, which also includes income and expense items not allocated to
the business segments. The Other category includes the Automotive
Body Panels, Construction Services and Steel Packaging business
units.
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 business
plans or future or expected growth, performance, sales, volumes, cash flows,
earnings, financial condition or other financial measures; projected capacity
and working capital needs; demand trends for the Company or its
markets; pricing trends for raw materials and finished goods and the impact of
pricing charges; anticipated capital expenditures and asset sales; anticipated
improvements and efficiencies in operations, sales, sourcing and the supply
chain; anticipated impacts of transformation efforts; projected timing, results,
benefits, costs, charges and expenditures related to acquisitions, headcount
reductions and facility dispositions, shutdowns and consolidations; the
alignment of operations with demand; the ability to develop or take advantage
of future opportunities, new products and markets; expectations for
Company and customer inventories, jobs and orders; expectations for
the economy and markets or improvements therein; expected benefits from
transformation plans, cost reduction efforts and other new initiatives;
expectations for improving earnings, margins or shareholder value; effects of
judicial rulings 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 effect of national, regional
and worldwide economic conditions generally and within major product markets,
including a prolonged or substantial economic downturn; the effect of conditions
in national and worldwide financial markets; product demand and pricing; changes
in product mix, product substitution and market acceptance of the Company ’s
products; fluctuations in pricing, quality or availability of raw materials
(particularly steel), supplies, transportation, utilities and other items
required by operations; effects of facility closures and the consolidation of
operations; the effect of financial difficulties, consolidation and other
changes within the steel, automotive, construction and other industries in which
the Company participates; failure to maintain appropriate levels of
inventories; financial difficulties (including bankruptcy filings) of original
equipment manufacturers, end-users and customers, suppliers, joint venture
partners and others with whom the Company does business; the ability
to realize targeted expense reductions from head count reductions, facility
closures and other cost reduction efforts; the ability to realize other cost
savings and operational, sales and sourcing improvements and efficiencies, and
other expected benefits from transformation initiatives on a timely basis; the
overall success of, and the ability to integrate, newly-acquired businesses and
achieve synergies therefrom; capacity levels and efficiencies, and other
expected benefits from transformation initiatives within facilities and within
the industry as a whole; the effect of disruption in business of suppliers,
customers, facilities and shipping operations due to adverse weather, casualty
events, equipment breakdowns, acts of war or terrorist activities or other
causes; changes in customer demand, inventories, spending patterns, product
choices, and supplier choices; risks associated with doing business
internationally, including economic, political and social instability, and
foreign currency exposure; the ability to improve and maintain processes and
business practices to keep pace with the economic, competitive and technological
environment; adverse claims experience with respect to workers compensation,
product recalls or liability, casualty events or other matters; 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
judicial rulings and governmental regulations, both in the United States and
abroad; and other risks described from time to time in the Company ’s filings
with the United States Securities and Exchange Commission (the
“SEC”).
INFORMATION
INCORPORATED BY REFERENCE
The rules
and regulations of the SEC allow us to incorporate certain information about
Worthington and our financial condition into this prospectus by
reference. This means that we can disclose important information to
you by referring you to other documents that we have filed with the SEC and
information that we file later with the SEC will automatically update and
supersede this information. The information incorporated by reference
is considered to be a part of this prospectus.
We have
incorporated by reference into this Prospectus the following documents that we
have filed with the SEC:
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Our
Annual Report on Form 10-K for the fiscal year ended May 31,
2009;
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Our
Quarterly Report on Form 10-Q for the quarterly period ended August 31,
2009;
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Our
Current Reports on Form 8-K filed/furnished on June 1, 2009; June 9, 2009;
July 15, 2009; July 20, 2009; September 4, 2009; September 30, 2009; and
October 2, 2009; and
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The
description of our common shares contained in “Item 5. Other
Information” of Part II of our Quarterly Report on Form 10-Q for the
quarterly period ended August 31,
1998.
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We also
incorporate by reference into this prospectus all documents we may file with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) after the date of this prospectus and prior to
the termination of this offering.
Pursuant
to General Instruction B of Form 8-K, any information furnished pursuant to
“Item 2.02. Results of Operations and Financial Condition” or “Item
7.01. Regulation FD Disclosure” of Form 8-K is not deemed “filed” for
purposes of Section 18 of the Exchange Act, and we are not incorporating by
reference any information furnished pursuant to Item 2.02 or 7.01 (or former
Item 9 or Item 12) of Form 8-K into this prospectus.
Upon
written or oral request, we will provide, without charge, to each person,
including any beneficial owner, to whom this prospectus is delivered, a copy of
any or all of the information that has been incorporated by reference in this
prospectus but not delivered with this prospectus. Requests should be
made in writing to Investor Relations, Worthington Industries, Inc., 200 Old
Wilson Bridge Road, Columbus, OH 43085, or by telephone at (614)
438-3210.
We file
annual reports, quarterly reports and current reports as well as proxy
statements and other information with the SEC. You may also read and
copy any reports, proxy statements and other information we file with the SEC at
the SEC’s Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The
SEC maintains an internet site (http://www.sec.gov)
that contains reports, proxy statements and other information regarding
Worthington. The information on the SEC internet site and on our
internet site is not part of this Prospectus. In addition, our common
shares are traded on the New York Stock Exchange and reports, proxy statements
and other information we file can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, NY 10005.
DESCRIPTION
OF THE PLAN
A
description of the Plan is set forth in the following
questions-and-answers.
The Plan
was initially approved by our Board of Directors on November 15, 1984, and
amended by the Board on February 27, 1998.
Purpose
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1.
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What
is the purpose of the Plan?
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The
purpose of the Plan is to provide our shareholders with a simple and convenient
method of investing cash dividends and additional cash in common shares without
paying any brokerage commission or service charge. Any purchase of
these common shares from us will generate funds, which will be used for general
corporate purposes.
Participant
Options
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2.
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What
options are available to participants in the
Plan?
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As a
participant in the Plan:
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·
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You
may have all your cash dividends automatically reinvested, and may also
make cash purchases of not less than $50 nor more than $5,000 per
month.
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·
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You
may have cash dividends on some of your common shares automatically
reinvested, continue to receive cash dividends on the rest of your common
shares, and also make cash purchases of not less than $50 nor more than
$5,000 per month.
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·
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You
may make optional cash purchases of not less than $50 nor more than $5,000
per month, whether or not dividends on your common shares held outside of
the Plan are being reinvested.
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Advantages
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3.
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What
are the advantages of the Plan?
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·
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You
will pay no brokerage commission or service charge in connection with
purchases under the Plan.
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·
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Your
funds will be fully invested because the Plan permits fractions of common
shares to be credited to your account. Dividends on fractional
common shares, as well as on whole common shares, will be reinvested in
additional common shares and these common shares will be credited to your
account.
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·
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You
will avoid the need for safekeeping share certificates for common shares
credited to your account under the
Plan.
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You
will receive regular statements from the Agent (as described in Questions
4 and 5) reflecting all current activity, including purchases, and your
latest balance to simplify your
recordkeeping.
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Administration
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4.
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Who
administers the Plan for
participants?
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The Plan
is currently administered by Wells Fargo Shareowner Services, a division of
Wells Fargo Bank, N.A. (the “Agent”). Wells Fargo Bank, N.A. is also the
transfer agent for our common shares. The Agent will keep and
maintain Plan records and serve as custodian for common shares held in the
Plan. As agent for the Plan, the Agent will hold common shares
purchased for Plan participants. The Agent is also responsible for
purchasing and selling common shares for your Plan account, including the
selection of any broker or dealer through which Plan purchases and sales are
made. We have no control over the times or prices at which the Agent
effects transactions or the selection of any broker or dealer used by the
Agent. We may change the Agent of the Plan at any time.
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5.
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Who
has been selected as Agent?
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The Agent
is Wells Fargo Bank, N.A. whose address and telephone numbers are:
Wells
Fargo Shareowner Services
P.O. Box
64856
St. Paul,
MN 55164-0856
Certified/Overnight
Mail:
Wells
Fargo Shareowner Services
161 North
Concord Exchange
South St.
Paul, MN 55075-1139
General
Information:
Toll Free
Telephone: 1-800-468-9716
Telephone:
651-450-4064 (outside the United States)
Fax:
651-450-4085
An
automated voice response system is available 24 hours a day, 7 days a week.
Customer Service Representatives are available from 7:00 a.m. to 7:00 p.m.,
Central Time, Monday through Friday.
Internet:
General
Inquiries - www.wellsfargo.com/shareownerservices
Account
Information - www.shareowneronline.com
Participation
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6.
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Who
is eligible to participate?
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If you are
a shareholder and you have common shares registered in your name, you are
eligible to participate. If your common shares are registered in a
name other than your own (for example, in the name of a broker or other nominee)
and you want to participate, you may either make appropriate arrangements for
your broker or nominee to participate, or you may become a shareholder of record
by having some or all of your common shares transferred into your own
name.
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7.
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How
does an eligible shareholder
participate?
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As a
shareholder of record of our common shares, you may join the Plan by signing an
Authorization Card and returning it to the Agent. If common shares
are registered in more than one name (i.e., joint tenants, trustees, etc.), all
registered shareholders must sign the Authorization Card. You may
obtain an Authorization Card at any time by calling or writing to the Agent at
the address listed in Question 5.
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8.
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Is
partial participation possible under the
Plan?
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Yes. If
you are a shareholder of record and you want to reinvest the dividends on some
(but not all) of your certificated common shares, sign the Authorization Card
and indicate the number of common shares for which you want dividends reinvested
under “Partial Dividend Reinvestment.”
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9.
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When
may an eligible shareholder join the
Plan?
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As an
eligible shareholder, you may join the Plan at any time.
If your
signed Authorization Card is received by the Agent on or before the record date
for a dividend payment, reinvestment of your dividends will begin with that
dividend payment. If the Authorization Card is received after that
record date, reinvestment of your dividends will begin with the following
dividend payment. Dividend payment dates will ordinarily occur on or
about the 29th of
March, June, September and December, and corresponding record dates are usually
approximately two to three weeks before the payment dates. (See
Questions 16 through 18 for information on cash purchases.)
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10.
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What
options are available on the Authorization
Card?
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The
Authorization Card allows you to arrange for the purchase of additional common
shares through the following investment options:
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·
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“Full
Dividend Reinvestment” directs the Agent to invest all of your cash
dividends on all of the common shares then or subsequently registered in
your name, and also permits you to make cash purchases of additional
common shares.
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·
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“Partial
Dividend Reinvestment” directs the Agent to reinvest cash dividends to you
on the number of common shares you have specified in the appropriate place
on the Authorization Card, and directs the Agent to pay the dividends on
the remaining common shares. It also permits you to make cash
purchases of additional common
shares.
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·
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“Optional
Cash Purchases Only” permits you to make cash payments for the purchase of
additional common shares without reinvesting
dividends.
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You may
select either of the dividend reinvestment options, or the optional cash
purchase option.
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11.
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How
may a participant change options under the
Plan?
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As a
participant, you may change your investment options at any time by requesting a
new Authorization Card and returning it to the Agent at the address shown in
Question 5. You may also change your options by calling or going
online.
Purchase
of Common Shares
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12.
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What
is the source of the common shares purchased under the
Plan?
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At our
discretion, common share purchases will be made by the Plan’s Agent either in
the open market or directly from us. Purchases in the open market may
be made on any stock exchange where our common shares are traded or by
negotiated transactions on such terms as the Agent may reasonably
determine. Neither we nor any participant in the Plan will have any
authority or power to direct the date, time or price at which common shares may
be purchased by the Agent.
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13.
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When
will common shares be purchased under the
Plan?
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Common
shares will be purchased with reinvested dividends as of the date our quarterly
dividend is payable (the “Dividend Payment Date”). See Question
9. Common shares will be purchased with optional cash payments on or
about the 20th day
of each month (the “Monthly Purchase Date”) other than months in which the
dividend is paid. See Questions 16 through 18.
The
applicable Dividend Payment Date or Monthly Purchase Date as of which common
shares are purchased is referred to as an “Investment Date.”
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14.
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What
is the price of common shares purchased under the
Plan?
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The price
per common share purchased from us with your reinvested dividends or your
optional cash payments will be 100% of the average of the closing prices of the
common shares as reported on the New York Stock Exchange for the five trading
days immediately preceding the Dividend Payment Date (for reinvested dividends)
or the Monthly Purchase Date (for optional cash payments). You may
not direct the time or price at which the common shares are
purchased. If there is no trading in the common shares for a
substantial amount of time prior to the Dividend Payment Date or the Monthly
Purchase Date, we will determine the purchase price per common share based on
market quotations which we deem appropriate.
Common
shares purchased in the open market for an Investment Date will be credited to
your account at the weighted average price incurred to purchase all common
shares acquired for that Investment Date. (We will pay any brokerage
fees or commissions involved.)
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15.
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How
many common shares will be purchased for
participants?
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The number
of common shares purchased for you depends on the amount of your dividends
and/or cash payments and the purchase price per common share. Your
account will be credited with the number of common shares (including fractions
computed to three decimal places) equal to the total amount you wish to invest
divided by the applicable purchase price per common share.
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16.
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When
is the Monthly Purchase Date?
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The
Monthly Purchase Date will be on or about the 20th day
of each month.
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17.
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How
are additional cash purchases made?
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The option
to make cash purchases is available to you, as a shareholder, only after you
join the Plan by signing an Authorization Card. You may make your
initial cash purchase when you join the Plan by enclosing a check payable to the
Agent with your signed Authorization Card. After that, you can make
optional cash investments at any time by check or by automatic bank withdrawals
from a designated United States bank account. Each investment can be
for as little as $50. Your total investment for any month is limited to
$5,000. Cash contributions should be made payable to and mailed
directly to Wells Fargo Shareowner Services at the address shown in Question
5. A cash
contribution forwarded to any other address does not constitute valid
delivery. Checks drawn against non-United States banks must have the U.S.
currency imprinted on the check.
No
interest is paid on your payment pending its investment in Worthington common
shares. During the period that an optional cash investment is
pending, the collected funds in the possession of the Agent may be invested in
Permitted Investments. For purposes of this Plan, “Permitted
Investments” shall mean any money market mutual funds registered under the
Investment Company Act (including those of an affiliate of the Agent or for
which the Agent or any of its affiliates provides management advisory or other
services) consisting entirely of (i) direct obligations of the United
States of America; or (ii) obligations fully guaranteed by the United States of
America. The risk of any loss from such Permitted Investments shall
be the responsibility of the Agent. Investment income from such
Permitted Investments shall be retained by the Agent. If any optional
cash investment, whether by check or automatic monthly withdrawal, is returned
for any reason, the Agent will remove from the participant’s account any common
shares purchased upon prior credit of such funds, and will sell these common
shares. The Agent may sell other common shares in the account to recover a
returned funds fee for each optional cash investment returned unpaid for any
reason and may sell additional common shares as necessary to cover any market
loss incurred by the Agent.
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18.
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When
are common shares purchased for the
Plan?
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·
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Optional
cash payments. Optional cash
payments are invested on the Monthly Purchase Date. If the
20th
is not a business day, then the investment will be the next business
day. In the months the dividend is paid, the optional cash
payments will be combined with the dividend payment and invested on the
Dividend Payable Date.
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·
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Dividend
Reinvestment. Cash
dividends are reinvested on the applicable Dividend Payment Date or, if
the New York Stock Exchange is not open on the Dividend Payment Date, the
next business day the Exchange is
open.
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If you
wish to have a cash payment returned to you before it is invested, your request
must be received by the Agent at least two business days prior to the Investment
Date.
Costs
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19.
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Are
there any out-of-pocket costs to participants in connection with purchases
under the Plan?
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No. We
will pay all costs of administration of the Plan. There are no
brokerage fees or commissions on common shares purchased under the Plan from
us. If common shares are purchased by the Agent for the Plan on the
open market, we will pay any brokerage fees or commissions.
Taxes
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20.
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What
are the federal income tax consequences of participation in the
Plan?
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Reinvested
Dividends. If you elect
to have your dividends reinvested, you will be treated for federal income tax
purposes as having received a taxable distribution of the dividends that are
reinvested. The tax basis of the common shares purchased with your
dividends will be equal to the purchase price of such common shares, including
the amount of any brokerage commissions paid by us on your behalf.
The
holding period for common shares credited to your account under the dividend
reinvestment option will begin on the day following the date on which your
dividends are reinvested.
Cash
Purchases. If you elect the Plan’s cash purchase option,
common shares will be purchased at fair market value determined as described
under Question 14, and you will not have taxable income as a result of that
purchase. The tax basis per common share will equal the purchase
price of such common share, including the amount of any brokerage commissions
paid by us on your behalf.
The
holding period for the common shares credited to your account under the cash
purchase option will begin on the day following the date on which the cash
purchase is made.
Other
Consequences. You will not recognize any taxable income when
you receive certificates for whole common shares that have been credited to your
account.
You may
recognize a gain or loss when common shares acquired through the Plan are sold
or exchanged, whether by the Agent at your request to terminate your
participation in the Plan, or by you after you receive a share certificate from
the Plan, or when you receive a cash adjustment for a fractional common
share. The amount of any such gain or loss will be equal to the
difference between the amount that you receive for the common shares, or
fraction of a share, and the tax basis of the common shares.
At the end
of each calendar year, the Agent will notify you and the Internal Revenue
Service of the amount of your annual dividend income. Dividends are
generally considered taxable to individuals as ordinary income, and you must
include your dividend income on your federal income tax return. In
addition, the Internal Revenue Service has ruled that the amount of brokerage
commissions paid by us on your behalf is to be treated as a distribution to you
which is subject to federal income tax in the same manner as
dividends. The sum of dividends reinvested in common shares and/or
any cash payments you make to purchase common shares, plus the amount of any
brokerage commissions paid by us on your behalf, becomes your cost basis for
those common shares.
We are
required to withhold for federal income tax purposes a percentage of all
dividend payments to you unless:
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·
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you
have furnished your taxpayer identification (social security) number;
and
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you
have certified that you are not subject to backup
withholding.
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You should
previously have been requested by us or your broker to submit all information
and certifications required in order to exempt you from backup withholding if an
exemption is available.
If you are
subject to back-up withholding tax on dividends, or if you are a foreign
shareholder whose dividends are subject to federal income tax withholding, the
required federal income tax will be withheld from the gross amount of the
dividend and only the reduced amount will be reinvested in common
shares.
Eligible
shareholders considering participating in the Plan are urged to consult with
their own tax advisors prior to joining the Plan.
Reports
to Participants
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21.
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What
kind of reports will be sent to participants in the
Plan?
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The Agent
will mail quarterly statements to you of your account balance and reinvestment
activity. In addition, whenever there is activity in your account
such as an additional purchase of common shares, withdrawal, transfer or sale of
common shares, the Agent will mail you a separate written confirmation of that
transaction. You can also keep track of your account activity by
accessing your account online at www.shareowneronline.com.
Be sure to
keep your Plan statements for federal income tax purposes. If you
believe an error has been made in your Plan records, or Plan mailings to you are
being misdirected, lost or stolen, promptly contact the Agent.
Dividends
on Fractional Shares
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22.
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Will
participants be credited with dividends on fractional common
shares?
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Yes. Dividends
on fractional common shares, as well as on whole common shares, will be credited
to your account and will be reinvested in additional common shares.
Certificates
for Common Shares
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23.
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Will
certificates be issued for common shares
purchased?
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Common
shares purchased through the Plan will be credited to your account under your
name. Certificates will only be issued to you for common shares
credited to your account if you request the Agent in writing to do so or if your
account is terminated. The number of common shares credited to your
account under the Plan will be shown on the statements of your
account. This service eliminates the need for you to protect against
loss, theft, or destruction of share certificates.
At any
time, you may request in writing that the Agent send you a certificate for all
or part of the whole common shares credited to your account. This
request should be mailed to the Agent at the address listed in Question
5.
Any
remaining whole common shares and fractional common shares will continue to be
credited to your account.
Common
shares credited to your account under the Plan may not be pledged or assigned
and any attempted pledge or assignment will be void. If you want to
pledge or assign common shares in your account, you must request that a
certificate for them be issued in your name.
Certificates
for fractional common shares will not be issued under any
circumstances.
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24.
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In
whose name will certificates be registered when issued to
participants?
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Because
accounts under the Plan are maintained in the name in which your common shares
are registered at the time you join the Plan, certificates for whole common
shares purchased under the Plan will be similarly registered when issued to you
upon your request. If you want these common shares registered and
issued in a different name, you must so indicate in a written
request. Note that this is considered a new registration, and you
would be responsible for any transfer taxes that may be due and for compliance
with any applicable transfer requirements.
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25.
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May
participants send certificates for common shares held in their possession
to the Agent for safekeeping?
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You can
deposit any certificates for common shares held in your possession to the Agent
for safekeeping under the Plan. There is no required holding period
for safekeeping certificates in your Plan account. Certificates
should be sent to Wells Fargo Shareowner Services at the address shown in
Question 5. These common shares represented by your certificates will
be credited to your account as Plan shares. The Agent will reinvest the
dividends on these common shares as specified by you. In the future,
should you want or need a stock certificate, you can request
one. However, the certificate issued to you will be a new certificate
and will have the current date.
Please do
NOT endorse your certificates for safekeeping. We recommend that you
use certified or registered mail with an insured value of 2% of the current
market value of the common shares represented by the stock
certificate. In any case, you bear the full risk of loss, regardless
of the method used, in the event the stock certificates are lost.
Termination
of Participation
|
26.
|
When
and how can I withdraw from the
Plan?
|
You may
discontinue the reinvestment of your dividends at any time by giving notice to
the Agent. Notice to withdraw from the Plan can be made in the
following ways:
|
·
|
Access
your account via the Internet at www.shareowneronline.com.
|
|
·
|
Complete
the transaction request form attached to your Plan statement and mail the
form to the Agent.
|
|
·
|
Call
the Agent at 1-800-468-9716.
|
|
·
|
Mail
written instructions to the Agent, including your account
name/registration and your 10-digit Wells Fargo account number, signed by
the authorized signer(s) as their name(s) appears on their account
statement.
|
If your
request to withdraw from the Plan is received on or after the dividend record
date, but before the Dividend Payment Date, your request will be processed as
soon as practicable, and you will receive a check for the dividend payment
instead of dividend reinvestment. Future dividends will be paid in
cash, unless you rejoin the Plan. If you request to transfer all
shares in their Plan account between a dividend record date and Dividend Payment
Date, your transfer request will be processed; however, your Plan account will
not be terminated. You may receive additional dividend reinvestment
shares which will require you to submit a written request to transfer the
additional shares. In addition, termination requests of participants
making optional cash investments by automatic cash withdrawal must be received
by the Agent at least 15 business days prior to the scheduled Investment Date to
ensure that the request is effective as to the next optional cash
investment.
When
closing your Plan account, you have the following choices:
|
·
|
You can request the Agent
continue to hold your common shares. The common shares
you acquired through the Plan can continue to be held on your behalf on
our books as a participant in the Direct Registration System. Contact the
Agent as indicated above to change your dividend
election.
|
|
·
|
You can ask for a certificate
for all your Plan common shares. You will receive a
stock certificate for the whole Plan common shares credited to your Plan
account along with a check for any fractional common share sold on the
open market less the fees for sales (see Addendum A) and
applicable withholding or transfer
taxes.
|
|
·
|
You can request that all your
Plan common shares be sold. You will receive a check for
the whole and fractional common shares sold on the open market less any
fees for sales (see Addendum A) and
applicable withholding or transfer
taxes.
|
|
·
|
You can ask for a direct
registration statement or certificate for a specific number of your Plan
common shares and request that the rest be sold. You
will receive a direct registration statement or certificate for the number
of whole common shares you want to retain in direct registration or
certificated form outside of the Plan and a check for the whole and
fractional common shares sold on the open market less the fees for sales
(see Addendum A)
and applicable withholding or transfer
taxes.
|
Generally,
the Agent processes requests to withdraw from the Plan daily. The Agent will
mail your certificate and/or check to your address on record by first class
mail. If you want your certificate and/or sale check mailed to another address,
you must notify the Agent in writing at the time of your request to withdraw
from the Plan.
We reserve
the right to terminate your Plan participation if you are no longer a
shareholder of record of at least one whole common share, either in certificate
form or as a Plan share balance. Upon termination you will receive the cash
proceeds from the sale of any fractional common share, less any brokerage
commissions and applicable transfer and withholding taxes.
Other
Information
|
27.
|
What
happens when a participant sells or transfers all of the common shares
registered in his or her name?
|
If you
dispose of all common shares registered in your name, the Agent will continue to
reinvest the dividends on common shares, if any, credited to your account under
the Plan (those held in the name of the Agent or its nominee), subject to your
right to withdraw from the Plan at any time.
If you
have no whole common shares registered in your name and no whole common shares
credited to your account under the Plan, your participation in the Plan will be
terminated. Any fractional common shares in your account will be sold
and the proceeds distributed to you as discussed in Question 26.
|
28.
|
What
happens when a participant sells or transfers some (but not all) of the
common shares registered in his or her
name?
|
Full Dividend
Reinvestment. If you are reinvesting the cash dividends on all
of the common shares registered in your name, and you dispose of a portion of
the common shares, the Agent will continue to reinvest the dividends on the
remainder of the common shares registered in your name.
Partial Dividend
Reinvestment. If you have directed the Agent to reinvest cash dividends
to you on some of your common shares and to pay dividends on the remainder of
your common shares, and you dispose of a portion of your common shares, the
Agent will continue to pay dividends on the number of common shares, if any, you
own in excess of the number of common shares on which you have directed the
Agent to reinvest cash dividends.
|
29.
|
What
happens if we declare a share split or issue a dividend payable in common
shares?
|
If you are
a participant in the Plan (whether you have elected full or partial dividend
investment), all common shares issued in connection with a share split or a
share dividend distributed by us will be added to your account in the
Plan.
As soon as
possible after the declaration of a share split or a share dividend, the Agent
will send you a statement indicating the number of common shares credited to
your account under the Plan as a result of the share dividend or share
split. You may receive a certificate for these common shares (other
than fractional common shares) at any time by sending a written request to the
Agent at the address indicated in Question 5.
|
30.
|
How
will a participant’s common shares held by the Agent be voted at
shareholders’ meetings?
|
You will
receive a single proxy covering the total number of common shares you hold of
record — both Plan common shares and certificated common shares. If the proxy is
returned properly signed and marked for voting, all of your common shares will
be voted as marked. Also, you may vote the total number of common shares in
person at the Company’s Annual Meeting of Shareholders.
|
31.
|
What
are the responsibilities of Worthington and the Agent under the
Plan?
|
In
administering the Plan, neither we, the Agent nor the Agent’s broker is liable
for any good faith act or omission to act, including but not limited to any
claim of liability (i) arising out of the failure to terminate a Plan account
upon a participant’s death prior to receipt of a notice in writing of such
death, (ii) with respect to the prices or times at which common shares are
purchased or sold, or (iii) as to the value of the common shares acquired for
you.
You should
recognize that we cannot assure you of a profit or protect you against a loss on
the common shares purchased by you under the Plan.
The Agent
is authorized to choose a broker, including an affiliated broker, at its sole
discretion to facilitate purchases and sales of common shares for
you. The Agent will furnish the name of the registered broker,
including any affiliated broker, utilized in share transactions within a
reasonable time upon written request from you.
The Agent
undertakes to perform such duties and only such duties as are expressly set
forth herein, to be performed by it, and no implied covenants or obligations
shall be read into this Plan against the Agent or us.
In the
absence of negligence or willful misconduct on its part, the Agent, whether
acting directly or through agents or attorneys, shall not be liable for any
action taken, suffered, or omitted or for any error of judgment made by it in
the performance of its duties hereunder. In no event shall the Agent
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profit), even if the Agent has
been advised of the likelihood of such loss or damage and regardless of the form
of action.
The Agent
shall: (i) not be required to and shall make no representations and have no
responsibilities as to the validity, accuracy, value or genuineness of any
signatures or endorsements, other than its own; and (ii) not be obligated to
take any legal action hereunder that might, in its judgment, involve any expense
or liability, unless it has been furnished with reasonable
indemnity.
The Agent
shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Plan arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fires; floods; wars; civil or military
disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of
utilities; computer (hardware or software) or communications services;
accidents; labor disputes; acts of civil or military authority or governmental
actions; it being understood that the Agent shall use reasonable efforts which
are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.
|
32.
|
May
the Plan be changed or
discontinued?
|
Notwithstanding
any other provision of the Plan, our Board of Directors (including any committee
of the Board) reserves the right to amend, modify, suspend or terminate the Plan
at any time, including the period between a record date and a Dividend Payment
Date. Notice of any material amendment or modification, or of any
suspension or termination, will be mailed to all participants.
If the
Plan is terminated:
|
·
|
any
uninvested optional cash payments will be returned to you without
interest;
|
|
·
|
a
certificate for whole common shares credited to your account under the
Plan will be issued; and
|
|
·
|
a
cash payment will be made for any fractional common share credited to your
account. This cash payment will be based upon the closing price
of the our common shares as reported on the New York Stock Exchange for
the date or dates set forth in the notice of
termination.
|
If we
terminate the Plan, we will pay any termination charges that may be
involved.
|
33.
|
How
may shareholders obtain answers to other questions regarding the
Plan?
|
If you
have any further questions, you should direct them to the Agent at the address
or telephone number provided in the answer to Question 5.
DIVIDENDS
Dividends
are declared at the discretion of our Board of Directors. Our Board
of Directors reviews the dividend quarterly and establishes the dividend rate
based upon our financial condition, results of operations, capital requirements,
current and projected cash flows, business prospects and other factors which the
directors may deem relevant. While we have paid a dividend every
quarter since becoming a publicly-owned corporation in 1968, there is no
guarantee that this will continue in the future.
USE
OF PROCEEDS
We do not
know either the number of common shares that will ultimately be purchased under
the Plan or the prices at which such common shares will be sold. We
intend to add any proceeds we receive from our sales of common shares to our
general funds to be available for general corporate purposes. We are
unable to estimate the amount of the proceeds that will be devoted to any
specific purposes.
LEGAL
OPINIONS
The
legality of the common shares offered hereby has been passed upon by
Dale T. Brinkman, Vice President-Administration, General Counsel and
Secretary of Worthington. As of October 22, 2009, Mr. Brinkman
beneficially owned 25,761 common shares and also had currently exercisable
options to purchase an additional 117,000 common shares. Pursuant to
our Code of Regulations and an Indemnification Agreement entered into between
Worthington and Mr. Brinkman on July 25, 2008, we are required to indemnify Mr.
Brinkman, to the greatest extent permitted by Ohio law, against specified
expenses and liabilities that may arise in connection with a proceeding by
reason of his status or service as an officer of Worthington, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Worthington and, with respect to any criminal proceeding, Mr.
Brinkman had no reasonable cause to believe his conduct was
unlawful.
EXPERTS
KPMG LLP,
independent registered public accounting firm, has audited our consolidated
financial statements and schedule, included in our Annual Report on Form 10-K
for the fiscal year ended May 31, 2009, as set forth in their reports, which are
incorporated by reference in this prospectus. Our financial
statements and schedule are incorporated by reference in reliance on KPMG LLP’s
reports, given on their authority as experts in accounting and
auditing.
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
Under
Section 1701.13(E) of the Ohio Revised Code (the “OGCL”), directors,
officers, employees and agents of Ohio corporations have an absolute right to
indemnification for expenses (including attorneys’ fees) actually and reasonably
incurred by them to the extent they are successful in defense of any action,
suit or proceeding, including derivative actions, brought against them, or in
defense of any claim, issue or matter asserted in any such
proceeding. A director, officer, employee or agent is entitled to
such indemnification if such person’s success is “on the merits or
otherwise.” Directors (but not officers, employees or agents) are
entitled to mandatory payment of expenses by the corporation as they are
incurred, in advance of the final disposition of the action, suit or proceeding,
provided the directors agree to cooperate with the corporation concerning the
matter and to repay the amount advanced if it is proved by clear and convincing
evidence that the directors’ act or failure to act was done with deliberate
intent to cause injury to the corporation or with reckless disregard for the
corporation’s best interests.
Section
1701.13(E) of the OGCL permits a corporation to indemnify directors, officers,
employees or agents of the corporation in circumstances where indemnification is
not mandated by the statute if certain statutory standards are
satisfied. A corporation may grant indemnification in actions other
than derivative actions if the indemnitee has acted in good faith and in a
manner the indemnitee reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the indemnitee’s conduct was
unlawful. Such indemnification is permitted against expenses
(including attorneys’ fees) as well as judgments, fines and amounts paid in
settlement actually and reasonably incurred by the indemnitee.
An Ohio
corporation may also provide indemnification in derivative actions for
attorneys’ fees and expenses actually and reasonably incurred in connection with
the defense or settlement of an action if the officer, director, employee or
agent acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the corporation. Ohio
law does not expressly authorize indemnification against judgments, fines and
amounts paid in settlement of such actions. The corporation may not
indemnify a director, officer, employee or agent in such actions for attorneys’
fees and expenses if such person is adjudged to be liable to the corporation for
negligence or misconduct in the performance of such person’s duties to the
corporation, unless and only to the extent that a court determines that, despite
the adjudication of liability, such person is fairly and reasonably entitled to
indemnity.
Section
1701.13(E) of the OGCL states that the indemnification provided thereby is not
exclusive of any other rights granted to those persons seeking indemnification
under the articles, the regulations, any agreement, a vote of the shareholders
or disinterested directors, or otherwise.
The OGCL
grants express power to an Ohio corporation to purchase and maintain insurance
or furnish similar protection, including, but not limited to, trust funds,
letters of credit and self-insurance, for director, officer, employee or agent
liability, regardless of whether that individual is otherwise eligible for
indemnification by the corporation.
Our Code
of Regulations (the “Regulations”) provides for broader indemnification than
specifically afforded under Section 1701.13(E) of the OGCL. The
Regulations provide that we must indemnify officers and directors against
expenses (including attorneys’ fees, filing fees, court reporters’ fees and
transcript costs), judgments, fines and amounts paid in settlement incurred in
connection with any pending, threatened or completed action (whether criminal,
civil, administrative or investigative) by reason of the fact that any such
individual is or was a director, officer, employee, agent or volunteer of
Worthington or is or was serving at our request as a director, trustee, officer,
employee, member, manager, agent or volunteer of another corporation or other
entity so long as such individual’s act or omission was not occasioned by such
individual’s intent to cause injury to, or by such individual’s reckless
disregard for the best interests of, Worthington and, with respect to any
criminal matter, such individual had no reasonable cause to believe such
individual’s conduct was unlawful. The Regulations forbid us from
indemnifying an officer or director if such person is adjudged to be liable for
an act or omission occasioned by such person’s deliberate intent to cause injury
to, or by such person’s reckless disregard for the best interests of,
Worthington unless and only to the extent a court, in view of all the
circumstances, concludes that such person is fairly and reasonably entitled to
such indemnity as the court deems proper. The Regulations recite a
presumption (which may only be rebutted by clear and convincing evidence) that
no act or omission by a director or officer was occasioned by an intent to cause
injury to, or by a reckless disregard for the best interests of, Worthington,
and with respect to any criminal matter, that no director or officer had
reasonable cause to believe his or her conduct was unlawful.
Under the
Regulations, directors and officers are entitled to mandatory payment of
expenses (including, without limitation, attorneys’ fees, filing fees, court
reporters’ fees and transcript costs) by Worthington as they are incurred, in
advance of final disposition of the action, suit or proceeding, provided the
directors and officers agree to repay the amount advanced if it is proved by
clear and convincing evidence in a court of competent jurisdiction that the
directors’ or officers’ act or failure to act was done with deliberate intent to
cause injury to Worthington or their reckless disregard for Worthington’s best
interests unless, and only to the extent that a court determines upon
application that, despite such determination, and in view of all of the
circumstances, the directors or officers are fairly and reasonably entitled to
all or part of the indemnification.
The
Regulations state that the indemnification provided thereby is not exclusive of
any other rights to which any person seeking indemnification may be
entitled. Additionally, the Regulations provide that we may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, agent or volunteer of Worthington, or who is or was serving
another entity at our request, against any liability asserted against such
person and incurred by such person in such capacity, or arising out of such
person’s status as such, whether or not we would have the obligation or power to
indemnify such person under the Regulations. The Regulations also
authorize us to purchase and maintain trust funds, letters of credit or
self-insurance on behalf of any person who is or was a director, officer,
employee, agent or volunteer of Worthington or who is or has served another
entity at our request.
Worthington
has also entered into separate Indemnification Agreements with its officers and
directors which provide for indemnification similar to that provided under the
Regulations. The Indemnification Agreements also provide procedures
for determining an indemnitee’s entitlement to indemnification and specify
certain remedies for an indemnitee relating to indemnification and advancement
of expenses.
Worthington
has maintained and may continue to maintain insurance to insure Worthington’s
present or former directors, officers and employees against liabilities and
expenses arising out of any claim or breach of duty, error, misstatement,
misleading statement, omission or other acts done by reason of their being such
directors, officers or employees of Worthington.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling Worthington pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
Addendum
A
Worthington
Industries, Inc.
Dividend
Reinvestment and Stock Purchase Plan
|
Fee
Table:
|
|
|
Certificate
Issuance
|
Company
paid
|
|
Certificate
Deposit
|
Company
paid
|
|
Investment
Fees
|
|
|
dividend
reinvestment service fee
|
Company
paid
|
|
optional
cash investment service fee
|
Company
paid
|
|
automatic
withdrawal service fee
|
Company
paid
|
|
purchase
commission
|
Company
paid
|
|
Sale
Fees
|
|
|
service
fee
|
$15.00
per transaction
|
|
sale
commission
|
$0.10
per share
|
|
direct
deposit of net sale proceeds
|
$5.00
per transaction
|
|
Fee
for Returned Check or
Rejected
Automatic Bank
Withdrawal
|
$25.00
per item
|
|
Prior
Year Duplicate Statement
|
$15.00
per year
|
20