<PAGE> 1
Filed with the Securities and Exchange Commission on December 19, 1997.
Registration No. 333-________.
===============================================================================
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. 1997 LONG-TERM INCENTIVE 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 securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per unit (1) price (1) fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 4,500,000 $16.00 $72,000,000 $21,240.00
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee;
pursuant to Rules 457 (c) and 457(h) promulgated under the Securities Act of
1933 and computed on the basis of $16.00 per share, which is the average of the
high and low sales prices of the Common Stock as reported on the Nasdaq Stock
Market on December 18, 1997.
===============================================================================
<PAGE> 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended May 31, 1997, filed pursuant to the Securities Exchange Act
of 1934 (the "1934 Act");
(b) All documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the 1934 Act after May 31, 1997 and prior to the
termination of the offering contemplated by the Worthington Industries,
Inc. 1997 Long-Term Incentive Plan.
(c) The description of the Common Stock of Registrant
contained in Registrant's Registration Statement on Form 8-B (File No.
0-4016) filed on January 5, 1987.
Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Dale T. Brinkman is the General Counsel and Assistant Secretary of the
Registrant and is an employee eligible to participate in the Worthington
Industries, Inc. 1997 Long-Term Incentive Plan. As of December 15, 1997, Mr.
Brinkman owned 18,002 shares of Common Stock of the Registrant and held options
to purchase 30,750 additional shares at various prices, including options to
purchase 7,000 shares under the Long-Term Incentive Plan which are not yet
exercisable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
As permitted by Delaware law, Article V of the Registrant's Bylaws
provides that the Registrant must indemnify officers and directors against any
pending or threatened action (whether criminal, civil, administrative, or
investigative) brought against them because they are officers and directors of
the Registrant if (1) they acted in good faith and reasonably believed their
actions to be in the best interest of the Registrant, and (2) in criminal
proceedings, they had
2
<PAGE> 3
no reasonable cause to believe that their conduct was unlawful. In addition, the
provisions of Article V require the Registrant to advance expenses on behalf of
officers and directors in defending lawsuits if they agree in writing to repay
such amounts if they are not successful in the litigation. The indemnification
provisions forbid the Registrant to indemnify an officer or director if such
person is adjudged to be liable to the Registrant for gross negligence or
intentional misconduct, unless a court concludes that such person is entitled to
indemnity. The determination that directors or officers acted in good faith and
reasonably believed their actions to be in the best interest of the Registrant
must be made by disinterested directors, independent legal counsel, shareholders
or a court. The Bylaws provisions also permit an officer or director, even if he
has not met the applicable standards, to be indemnified if a court, in view of
all of the circumstances, concludes that it would be fair and reasonable to give
the person the protection of the indemnification provisions.
The Board of Directors of the Registrant has in the past and may in the
future maintain insurance to insure its present or former directors, officers,
and employees against liabilities and expenses arising out of any claim or
breach of duty, error, misstatement, misleading statement, omission or other
acts done by reasons of their being such directors, officers or employees of the
Registrant.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 8. Exhibits.
- ------------------
(a) Exhibits. The following exhibits are filed herewith and made a
part hereof:
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 Quarter ended August 31,
1994).
4(b) Bylaws of Worthington Industries, Inc. (incorporated by
reference to Exhibit 3(b) of the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1992).
5 Opinion of Dale T. Brinkman, General Counsel of the Company,
as to the validity of the securities being registered.
10 Worthington Industries, Inc. 1997 Long-Term Incentive Plan.
(incorporated by reference to Exhibit B of Registrant's
Definitive Proxy Statement for its September 18, 1997 Annual
Meeting of Shareholders).
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
3
<PAGE> 4
Item 9. Undertakings.
- ----------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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;
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) of this section 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 Securities Exchange Act of 1934 that are
incorporated by reference in the 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
Securities Exchange Act of 1934 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.
(h) 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 provisions described in Item 6 of this
Part II, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for
4
<PAGE> 5
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
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 December 19, 1997.
WORTHINGTON INDUSTRIES, INC.
By: /s/Donald G. Barger, Jr.
---------------------------------------
Donald G. Barger, Jr.
Vice President, Chief Financial Officer
5
<PAGE> 6
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S> <C> <C>
* * *
- -------------------------- -------------------------- --------------------------
John H. McConnell John P. McConnell Donal H. Malenick
Director, Chairman Director, Chairman of the Director, President, Chief
Emeritus Board, Chief Executive Operating Officer
Officer
* /s/Donald G. Barger, Jr. *
- -------------------------- -------------------------- --------------------------
Pete A. Klisares Donald G. Barger, Jr. Charles D. Minor
Director, Assistant to Vice President-Finance, Director, Secretary
Chairman Chief Financial Officer
* *
- -------------------------- -------------------------- --------------------------
John B. Blystone Charles R. Carson William S. Dietrich, II
Director Director Director
* *
- -------------------------- -------------------------- --------------------------
John F. Havens Peter Karmanos, Jr. Katherine S. LeVeque
Director Director Director
* * *
- -------------------------- -------------------------- --------------------------
Robert B. McCurry Gerald B. Mitchell James Petropoulos
Director Director Director
</TABLE>
*By: /s/Donald G. Barger, Jr. Date: December 19, 1997
--------------------------- -----------------
Donald G. Barger, Jr.,
Attorney-In-Fact
6
<PAGE> 1
Exhibit 5
December 19, 1997
The Board of Directors of
Worthington Industries, Inc.
1205 Dearborn Drive
Columbus Ohio 43085
Sirs and Madame:
I am familiar with the proceedings taken by Worthington Industries,
Inc., a Delaware corporation (the "Company"), in connection with the institution
of the Worthington Industries, Inc. 1997 Long-Term Incentive Plan (the "Plan").
I have collaborated in the preparation of the Registration Statement on Form S-8
(the "Registration Statement") filed or to be filed by the Company with the
Securities and Exchange Commission for the registration of 4,500,000 shares of
Common Stock, $.01 par value ("Common Shares"), under the Securities Act of
1933, as amended, for the purpose of offering such shares pursuant to the Plan
to employees of the Company or its subsidiaries. In connection therewith. I have
examined, among other things, such records and documents as I have deemed
necessary in order to express the opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware;
2. When option and other awards with respect to the 4,500,000 Common
Shares covered by the Registration Statement have been granted to eligible
employees pursuant to and in accordance with the terms of the Plan, such options
and other awards will be legally constituted and binding obligations of the
Company in accordance with their terms; and
3. When the 4,500,000 Common Shares of the Company to be registered
under the Registration Statement have been delivered by the Company upon
exercise of options or in accordance with the terms of other awards, in each
case where applicable, against payment of the purchase price therefor, as
determined in accordance with the Plan, such shares will be validly issued and
outstanding, fully paid and non-assessable, assuming compliance with applicable
Federal and state securities laws.
I consent to the use of my opinion in the Registration Statement.
Very truly yours,
/s/Dale T. Brinkman
Dale Brinkman
General Counsel
7
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Long-Term Incentive Plan of
Worthington Industries, Inc. of our report dated June 18, 1997, 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, 1997 and our report dated August 26, 1997 with respect to 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, 1997
8
<PAGE> 1
Exhibit 24
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ Charles R. Carson
--------------------------------
Charles R. Carson
9
<PAGE> 2
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ William S. Dietrich, II
--------------------------------
William S. Dietrich, II
10
<PAGE> 3
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ John E. Fisher
--------------------------------
John E. Fisher
11
<PAGE> 4
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ John F. Havens
--------------------------------
John F. Havens
12
<PAGE> 5
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ Pete A. Klisares
--------------------------------
Pete A. Klisares
13
<PAGE> 6
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ Katherine S. LeVeque
--------------------------------
Katherine S. LeVeque
14
<PAGE> 7
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ Donal H. Malenick
--------------------------------
Donal H. Malenick
15
<PAGE> 8
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ John H. McConnell
--------------------------------
John H. McConnell
16
<PAGE> 9
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ John P. McConnell
--------------------------------
John P. McConnell
17
<PAGE> 10
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ Robert B. McCurry
--------------------------------
Robert B. McCurry
18
<PAGE> 11
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ Charles D. Minor
--------------------------------
Charles D. Minor
19
<PAGE> 12
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ Gerald Mitchell
--------------------------------
Gerald Mitchell
20
<PAGE> 13
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 1934, on Form S-8 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 Annual Report 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, 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 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 21st
day of August, 1997.
/s/ James Petropoulos
--------------------------------
James Petropoulos
21
