SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
WORTHINGTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-4407637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1205 Dearborn Drive, Columbus, Ohio 43085
(Address of principal executive offices, including Zip Code)
WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN
(Full title of the Plan)
Dale T. Brinkman, Esq.
1205 Dearborn Drive
Columbus, Ohio 43085
(Name and address of agent for service)
(614) 438-3001
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to Proposed Proposed Amount of
securities to be maximum maximmum registration
be registered registered offering aggregate fee
(1) price per offering
unit (2) price (2)
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $19.875 $29,812,500 $10,280.17
$.01 par shares
value
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, the Registration Statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the
aggregate offering price and the registration fee pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933;
based upon the average of the high and low sale prices of
the Common Stock as reported on the NASDAQ National Market
System on March 2, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The Annual Report on Form 10-K of Worthington Industries,
Inc. ("Registrant") for the fiscal year ended May 31, 1994, and
all other reports filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") since that date are
hereby incorporated by reference.
The description of the Common Stock of Registrant contained
in Registrant's Registration Statement on Form 8-B (No. 0-4016)
filed with the Commission on January 5, 1987, or contained in any
subsequent amendment or report filed for the purpose of updating
such description, is hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement
filed pursuant to Section 14 of the Exchange Act and all reports
which may be filed with the Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act subsequent to the date hereof
prior to the completion of the offering contemplated hereby,
shall also be deemed to be incorporated herein by reference and
to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the compensation
committee of the Board of Directors of the Registrant on
executive compensation and no performance graph included in any
Proxy Statement or Information Statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be incorporated
by reference.
The Annual Report on Form 11-K for the fiscal year ended
November 30, 1993 of the Worthington Industries, Inc. Deferred
Profit Sharing Plan (the "Plan") described herein and filed
simultaneously herewith is incorporated herein by reference.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law governs
indemnification by a Delaware corporation and provides as
follows:
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
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 his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he 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 reasonable cause to believe
that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(a) and (b) of this Section. Such determination shall be made
(1) by a majority vote of directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or
(3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this section
with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdictions to hear and determine all actions for advancement
of expenses or indemnification brought under this section or
under any bylaw, agreement, vote of stockholders or
disinteresteddirectors, or otherwise the Court of Chancery may
summarily determine a corporations obligations to advance
expenses (including attorneys' fees).
Article V of the Registrant's bylaws govern indemnification
by Registrant and provide as follows:
Section 5.01. Mandatory Indemnification. The corporation
shall indemnify any officer or director of the corporation who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise,
against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was
unlawful. A person claiming indemnification under this Section
5.01 shall be presumed, in respect of any act or omission giving
rise to such claim for indemnification, to have acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with
respect to any criminal matter, to have had no reasonable cause
to believe his conduct was unlawful, and the termination of any
action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, rebut such presumption.
Section 5.02. Court-Approved Indemnification. Anything
contained in the by-laws or elsewhere to the contrary
notwithstanding:
(A) The corporation shall not indemnify any officer or
director of the corporation who was a party to any completed
action or suit instituted by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer,
employee or agent of another corporation (domestic or
foreign, nonprofit or for profit), partnership, joint
venture, trust or other enterprise, in respect of any claim,
issue or matter asserted in such action or suit as to which
he shall have been adjudged to be liable for gross
negligence or intentional misconduct in the performance of
his duty to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall
determine upon application that, despite such adjudication
of liability, and in view of all the circumstances of the
case, he is fairly and reasonably entitled to such indemnity
as such Court of Chancery or such other court shall deem
proper; and
(B) The corporation shall promptly make any such
unpaid indemnification as is determined by a court to be
proper as contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses. Anything
contained in the by-laws or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of the
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section
5.01, or in defense of any claim, issue or matter therein, he
shall be promptly indemnified by the corporation against expenses
(including, without limitation, attorneys' fees, filing fees,
court reporters' fees and transcript costs) actually and
reasonably incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification
required under Section 5.01 and not precluded under Section 5.02
shall be made by the corporation only upon a determination that
such indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 5.01. Such determination may be
made only (A) by a majority vote of a quorum constituting
directors of the corporation who were not and are not parties to
any such action, suit or proceeding, or (B) if such a quorum is
not obtainable or if a majority of a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (C) by the stockholders, or (D) by the Court of
Chancery of the State of Delaware or (if the corporation is a
party thereto) the court in which such action, suit or proceeding
was brought, if any. Any such determination may be made by a
court under division (D) of this Section 5.04 at any time
(including, without limitation, any time before, during or after
the time when any such determination may be requested of, be
under consideration by or have been denied or disregarded by the
disinterested directors under division (A) or by independent
legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04); and no failure for any reason
to make any such determination, and no decision for any reason to
deny any such determination, by the disinterested directors under
division (A) or by independent legal counsel under division (B)
or by shareholders under division (C) of this Section 5.04 shall
be evidence in rebuttal of the presumption recited in Section
5.01. Any determination made by the disinterested directors
under division (A) or by independent legal counsel under division
(B) of this Section 5.04 to make indemnification in respect of
any claim, issue or matter asserted in an action or suit
threatened or brought by or in the right of the corporation shall
be promptly communicated to the person who threatened or brought
such action or suit, and within ten (10) days after receipt of
such notification such person shall have the right to petition
the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought, if any, to review the
reasonableness of such determination.
Section 5.05. Advances for Expenses. Expenses (including,
without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs) incurred in defending any
action, suit or proceeding referred to in Section 5.01 shall be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only
if such officer or director shall first agree, in writing, to
repay all amounts so paid in respect of any claim, issue or other
matter asserted in such action, suit or proceeding in defense of
which he shall not have been successful on the merits or
otherwise:
(A) If it shall ultimately be determined as provided
in Section 5.04 that he is not entitled to be indemnified by
the corporation as provided under Section 5.01; or
(B) If, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such
action or suit, he shall have been adjudged to be liable for
gross negligence or intentional misconduct in the
performance of his duty to the corporation, unless and only
to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was
brought shall determine upon application that, despite such
adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all
or part of such indemnification.
Section 5.06. Article V Not Exclusive. The indemnification
provided by this Article V shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be
entitled under the certificate of incorporation or any by-law,
agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be an officer or
director of the corporation and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
trustee, officer, employee, or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the obligation or the power to indemnify him against
such liability under the provisions of this Article V.
Section 5.08. Certain Definitions. For purposes of this
Article V, and as examples and not by way of limitation:
(A) A person claiming indemnification under this
Article V shall be deemed to have been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any
claim, issue or other matter therein, if such action, suit
or proceeding shall be terminated as to such person, with or
without prejudice, without the entry of a judgment or order
against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or
agreement to pay any amount in settlement thereof (whether
or not any such termination is based upon a judicial or
other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him);
and
(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include
any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner he
reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" within the meaning of
that term as used in this Article V.
Section 5.09. Venue. Any action, suit or proceeding to
determine a claim for indemnification under this Article V may be
maintained by the person claiming such indemnification, or by the
corporation, in the Court of Chancery of the State of Delaware.
The corporation and (by claiming such indemnification) each such
person consent to the exercise of jurisdiction over its or his
person by the Court of Chancery of the State of Delaware in any
such action, suit or proceeding.
Section 5.10. Contractual Nature. The foregoing provisions
of this Article V shall be deemed to be a contract between the
corporation and each director and officer who serves in such
capacity at any time while this Section 5.10 is in effect, and
any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then
or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
On June 15, 1987, the Internal Revenue Service (the "IRS")
determined that the Plan was a tax-qualified employee benefit
plan meeting the requirements of Section 401(a) of the Internal
Revenue Code of 1954, as amended. (A copy of the IRS
determination letter is included herewith as Exhibit 5.) Since
that time, certain amendments to the Plan have been adopted. The
undersigned Registrant hereby undertakes to submit the Plan, as
amended, to the IRS in a timely manner and to make those changes,
if any, required by the IRS in order for the Plan to qualify as a
tax-qualified employee benefit plan meeting the requirements of
Section 401(a) of the Internal Revenue Code of 1986, as amended.
ITEM 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii)
do not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the the Commission
such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of
Ohio, on the 7th day of March, 1995.
WORTHINGTON INDUSTRIES, INC.
By: /s/Donald G. Barger, Jr.
Donald G. Barger, Jr.
Its: Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on the 7th day of March, 1995.
Signature Title
/s/ John H. McConnell * Chairman of the Board
John H. McConnell and Director
/s/ John P. McConnell * Vice Chairman, Chief Executive
John P. McConnell Officer and Director
/s/ Donal H. Malenick * President, Chief Operating
Donal H. Malenick Officer and Director
/s/ Pete A. Klisares * Executive Vice President and
Pete A. Klisares Director
/s/ Robert J. Klein * Executive Vice President and
Robert J. Klein Director
/s/ Donald G. Barger, Jr. Vice President and
Donald G. Barger, Jr. Chief Financial Officer
/s/ Charles D. Minor * Secretary and Director
Charles D. Minor
/s/ Charles R. Carson * Director
Charles R. Carson
/s/ John E. Fisher * Director
John E. Fisher
/s/ John F. Havens * Director
John F. Havens
/s/ Katherine S. LeVeque * Director
Katherine S. LeVeque
/s/ Robert B. McCurry * Director
Robert B. McCurry
/s/ Gerald B. Mitchell * Director
Gerald B. Mitchell
/s/ James Petropoulos * Director
James Petropoulos
*By: /s/Donald G. Barger, Jr.
Donald G. Barger, Jr., Attorney-in-Fact
* Attorney-In-Fact
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on the 7th
day of March, 1995.
WORTHINGTON INDUSTRIES, INC.
Deferred Profit Sharing Plan
By: /s/Thomas L. Hockman
Thomas L. Hockman, Secretary of
the Fund Committee
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4(a) Certificate of Incorporation of Worthington Industries,
Inc. (Incorporated by reference to Exhibit 3 of the
Registrant's Quarterly Report on Form 10-Q for the
Fiscal Quarter ended August 31, 1993, SEC File No.0-
4016.)
4(b) Bylaws of Worthington Industries, Inc. (Incorporated by
reference to Exhibit 3(b) of the Registrant's Quarterly
Report on Form 10-K for the Fiscal Year ended May 31,
1992, SEC File No. 0-4016)
5 IRS Determination Letter (Page 18 of consecutively
numbered original)
23(a) Consent of Independent Auditors for the Company
(Page 20 of consecutively numbered original)
23(b) Consent of Independent Auditors for the Plan (Page 21
of consecutively numbered original)
24 Powers of Attorney (Page 23 of consecutively numbered
original)
An opinion of counsel (Exhibit 5) is not being filed since the
securities being registered are not original issue securities and
the registrant undertakes to submit the Plan, as amended to
permit employee contributions which may be invested in the
Registrant's Common Stock, to the Internal Revenue Service
("IRS") in a timely manner and to make all changes required by
the IRS to continue the Plan as a "qualified" plan.
EXHIBIT 5
INTERNAL REVENUE SERVICE DETERMINATION LETTER
DEPARTMENT OF THE TREASURY Letter 835C
INTERNAL REVENUE SERVICE
P. O. Box 2508
Cincinnati, OH 45201
[June 15, 1987]
Worthington Industries, Inc.
1205 Dearborn Dr.
Columbus, OH 43085
District Office Code and
Case Serial Number: 316182053EP
Name of Plan Deferred Profit Sharing Plan
Application Form: #5301
Employer Identification Number: 31-4407647
Plan Number #001
File Number: 310001146
Dear Applicant:
Based on the information supplied, we have made a favorable
determination on your application identified above. Please keep
this letter in your permanent records.
Continued qualification of the plan will depend on its
effect in operation under its present form. (See section 1.401-
1(b)(3) of the Income Tax Regulations.) The status of the plan
in operation will be reviewed periodically.
The enclosed document describes the impact of Notice 86-13
and some events that could occur after you receive this letter
that would automatically nullify it without specific notice from
us. The document also explains how operation of the plan may
affect a favorable determination letter, and contains information
about filing requirements.
This letter relates only to the status of your plan under
the Internal Revenue Code. It is not a determination regarding
the effect of other Federal or local statutes.
This determination is subject to your adoption of the
proposed amendments submitted in your or your representative's
letter dated March 24, 1987. The proposed amendments should be
adopted on or before the date prescribed by the regulations under
Code section 401(b).
All correspondence should be sent to the address on the
front of this letter.
If you have any questions, please contact J. Walsh at 684-
3241.
Sincerely yours,
/s/H. M. Browning
H. M. Browning
District Director
Enclosure(s):
Publication 794
QPWBP 515
EXHIBIT 23
AUDITORS' CONSENTS
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. _________) and the related Prospectus
pertaining to the Worthington Industries, Inc. Deferred Profit
Sharing Plan of our report dated June 13, 1994, with respect to
the consolidated financial statements of Worthington Industries,
Inc. incorporated by reference in its Annual Report (Form 10-K)
for the year ended May 31, 1994 and the related financial
statement schedules included therein, filed with the Securities
and Exchange Commission.
/s/Ernst & Young LLP
Ernst & Young LLP
Columbus, Ohio
March 6, 1995
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement filed on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan (the "Plan") of our report dated
March 6, 1995 with respect to the Plan's financial statements,
included in Form 11-K for the Plan's year ended November 30,
1993, and all references to our firm included in or made a part
of the Registration Statement.
/s/Hirth Norris & Graul
Hirth Norris & Graul
Columbus, Ohio
March 6, 1995
EXHIBIT 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/John H. McConnell
John H. McConnell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ John P. McConnell
John P. McConnell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ Donal H. Malenick
Donal H. Malenick
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/Pete A. Klisares
Pete A. Klisares
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ Robert J. Klein
Robert J. Klein
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ Donald G. Barger, Jr.
Donald G. Barger, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ Charles D. Minor
Charles D. Minor
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/Charles R. Carson
Charles R. Carson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ John E. Fisher
John E. Fisher
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ John F. Havens
John F. Havens
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ Katherine S. LeVeque
Katherine S. LeVeque
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ Robert B. McCurry
Robert B. McCurry
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ Gerald B. Mitchell
Gerald B. Mitchell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan and certain of its common stock for
offering and sale in connection therewith, hereby constitutes and
appoints Donal H. Malenick, Donald G. Barger, Jr. and Dale T.
Brinkman, his true and lawful attorneys-in-fact and agents, with
full power to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign such
Registration Statement and any or all further amendments thereto,
and to file the same, with all exhibits thereto, and other
doucments in connections therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of February 23, 1995.
/s/ James Petropoulos
James Petropoulos
