Filed with the Securities and Exchange Commission on December 18, 1996
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WORTHINGTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-4407637
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1205 Dearborn Drive, Columbus, Ohio 43085
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(Address of principal executive offices, including Zip Code)
THE WORTHINGTON STEEL COMPANY (MALVERN)
UNION RETIREMENT SAVINGS PLAN
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(Full title of the Plan)
Dale T. Brinkman, Esq.
1205 Dearborn Drive
Columbus, Ohio 43085
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(Name and address of agent for service)
(614) 438-3001
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
securities to be be maximum maximmum registration
registered registered offering price aggregate fee
(1) per unit (2) offering price
(2)
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Common Stock, 100,000 $19.375 $1,937,500 $587.12
$.01 par value shares
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
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 December 13, 1996.
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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, 1996, 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 Reports on Form 11-K for The Worthington Steel Company (Malvern)
Union Retirement Savings Plan (the "Plan") filed after this date are hereby
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'
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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
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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.
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(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
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(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:
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(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
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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.
The undersigned Registrant hereby undertakes to submit the Plan, 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
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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
with or furnished to the Commission 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
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Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on the 18th day of December,
1996.
WORTHINGTON INDUSTRIES, INC.
By: /s/Donald G. Barger, Jr.
_________________________________________
Donald G. Barger, Jr., Vice President
and Chief Financial Officer
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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 18th day of December, 1996.
Signature Title
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/s/ John H. McConnell * Chairman Emeritus and Director
___________________________
John H. McConnell
/s/ John P. McConnell * Chairman of the Board, Chief Executive
___________________________ Officer and Director
John P. McConnell
/s/ Donal H. Malenick * President, Chief Operating
___________________________ Officer and Director
Donal H. Malenick
/s/ Pete A. Klisares * Executive Vice President and
___________________________ Director
Pete A. Klisares
/s/ Donald G. Barger, Jr. Vice President and
___________________________ Chief Financial Officer
Donald G. Barger, Jr.
/s/ William S. Dietrich President-Dietrich Industries and
___________________________ Director
William S. Dietrich
/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
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/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 18th day of December, 1996.
THE WORTHINGTON STEEL COMPANY (MALVERN)
UNION RETIREMENT
SAVINGS PLAN
Deferred Profit Sharing Plan
By: /s/ Thomas L. Hockman
____________________________
Thomas L. Hockman, Secretary
of the Fund Committee
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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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)
23 Consent of Independent Auditors for the Company
24 Powers of Attorney
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 to the Internal Revenue Service ("IRS") in a timely manner and
to make all changes required by the IRS in order to qualify the Plan.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 and the related Prospectus pertaining to The Worthington Steel Company
(Malvern) Union Retirement Savings Plan of our report dated June 14, 1996, 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, 1996 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
_____________________________________
Ernst & Young LLP
Columbus, Ohio
December 18, 1996
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/John H. McConnell
_________________________________________
John H. McConnell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/John P. McConnell
_________________________________________
John P. McConnell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Donal H. Malenick
_________________________________________
Donal H. Malenick
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Pete A. Klisares
_________________________________________
Pete A. Klisares
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Donald G. Barger, Jr.
_________________________________________
Donald G. Barger, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/William S. Dietrich
_________________________________________
William S. Dietrich
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Charles D. Minor
_________________________________________
Charles D. Minor
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Charles R. Carson
_________________________________________
Charles R. Carson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/John E. Fisher
_________________________________________
John E. Fisher
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/John F. Havens
_________________________________________
John F. Havens
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of
Worthington Industries, Inc., a Delaware corporation, which will file with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement (and/or
amendments thereto) on Form S-8 with respect to The Worthington Steel Company
(Malvern) Union Retirement Savings 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 amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Katherine S. LeVeque
_________________________________________
Katherine S. LeVeque
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Robert B. McCurry
_________________________________________
Robert B. McCurry
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/Gerald B. Mitchell
_________________________________________
Gerald B. Mitchell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., a Delaware corporation, which will
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
(and/or amendments thereto) on Form S-8 with respect to The Worthington Steel
Company (Malvern) Union Retirement Savings 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 amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granted 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 attorney-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 this 15th
day of November, 1996.
/s/James Petropoulos
_________________________________________
James Petropoulos
