UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WORTHINGTON INDUSTRIES, INC.
____________________________________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
____________________________________________________________________
(Title of Class of Securities)
981811 10
____________________________________________________________________
(CUSIP Number)
Michael H. Thomas, 150 E. Wilson Bridge Rd., Suite 230
Worthington, Oh 43085 (614) 436-2418
____________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices/Communications)
February 21, 1997
____________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. _____
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes). (Continued on following page(s))
Page 1 of 15 Pages
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JMAC, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) __X__
(b) _____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO (Other)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA (Ohio)
7. SOLE VOTING POWER
See shares owned by JDEL, Inc.
8. SHARED VOTING POWER
See shares owned by JDEL, Inc.
9. SOLE DISPOSITIVE POWER
See shares owned by JDEL, Inc.
10. SHARED DISPOSITIVE POWER
See shares owned by JDEL, Inc.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Includes shares owned by JDEL, Inc.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
See shares owned by JDEL, Inc.
13. TYPE OF REPORTING PERSON*
CO
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<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JDEL, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) __X__
(b) _____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO (Other)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA (Delaware)
7. SOLE VOTING POWER
13,402,982
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
13,402,982
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,402,982
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
13.9%
13. TYPE OF REPORTING PERSON*
CO
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<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John H. McConnell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) __X__
(b) _____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO (Other)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA (Ohio)
7. SOLE VOTING POWER
15,786,910 (Includes shares owned by JDEL, Inc.)
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
15,786,910 (Includes shares owned by JDEL, Inc.)
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,786,910 (Includes shares owned by JDEL, Inc.)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
16.4%
13. TYPE OF REPORTING PERSON*
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to Common Stock, $.01 par value per share
("Issuer Shares") of Worthington Industries, Inc. ("Issuer"), 1205
Dearborn Drive, Columbus, OH 43085-4769.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is being filed by a group consisting of
(i) John H. McConnell whose address is 1205 Dearborn Drive,
Columbus, Ohio 43085; (ii) JMAC, Inc., an Ohio corporation
("JMAC") whose address is 150 E. Wilson Bridge Road, Suite 230,
Worthington, OH 43085, and (iii) JDEL, Inc., a Delaware
corporation ("JDEL") whose address is 1105 N. Market Street,
Suite 1300, Wilmington, DE 19899. JMAC is primarily a holding
company. JDEL is a wholly-owned subsidiary of JMAC and is an
intermediate holding company which holds various stocks and other
securities.
The names and address of the officers and directors of JMAC and
JDEL are as follows:
John H. McConnell - Chairman and Director of JMAC and Director of
JDEL. His principal occupation is Chairman Emeritus and Founder
of Worthington Industries, Inc. whose address is 1205 Dearborn
Drive, Columbus, OH 43085.
John P. McConnell - Executive Vice President and Director of JMAC
and Chairman and Director of JDEL. His principal occupation is
Chairman and Chief Executive Officer of Worthington Industries,
Inc. whose address is 1205 Dearborn Drive, Columbus, OH 43085.
Michael H. Thomas - Executive Vice President, Secretary and
Treasurer of JMAC and Vice President, Treasurer, Assistant
Secretary and Director of JDEL. His principal occupation is with
JMAC, whose address is 150 E. Wilson Bridge Road, Suite 230,
Worthington, OH 43085.
John S. Christie - President and Director of JMAC and JDEL. His
principal occupation is with JMAC, whose address is 150 E. Wilson
Bridge Road, Suite 230, Worthington, OH 43085.
Michael A. Priest - Vice President and Controller of JMAC and
JDEL. His principal occupation is with JMAC, whose address is 150
E. Wilson Bridge Road, Suite 230, Worthington, OH 43085.
Edward J. Jones - Secretary and Director of JDEL. His principal
occupation is accountant with Delaware Corporate Management at
1105 N. Market Street, Suite 1300, Wilmington, DE 19899.
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<PAGE>
(d) and (e) - Neither JMAC, JDEL, nor any of the officers and
directors listed above have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor have any such persons been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction which has resulted in or was the subject
of a judgment, decree or final order in joining future violations
of or prohibiting or mandating activities in subject to Federal
or state securities laws, or finding any violation with respect
to such laws.
(f) JMAC is an Ohio corporation. JDEL is a Delaware corporation.
John H. McConnell and all of the above named officers and
directors are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
JDEL acquired 4,965,487 Issuer Shares on February 21, 1997
pursuant to a stock-for-stock exchange in connection with an
Agreement of Merger and Plan of Reorganization among The
Gerstenslager Company ("Gerstenslager") and its shareholders, and
the Issuer and a wholly-owned subsidiary of the Issuer by which
the Issuer acquired Gerstenslager. JDEL exchanged its
Gerstenslager stock for 4,965,487 Issuer Shares.
The other Issuer Shares owned by JDEL (after giving effect
to stock splits) have been previously reported.
The other Issuer Shares beneficially owned by John H.
McConnell have been previously reported by John H. McConnell on
Form 13G.
ITEM 4. PURPOSE OF TRANSACTION
See response to Item 3 which is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) JDEL now owns 13,402,982 Shares (13.9%) of the
Issuer's Common Stock. The Board of Directors of JDEL has given
John H. McConnell sole power to vote and direct disposition of
all of the Issuer Shares. JMAC may be deemed a beneficial owner
of the Issuer Shares owned by JDEL since it owns all of the
outstanding stock of JDEL.
John H. McConnell has the sole power to vote or direct the
vote of and to dispose of or direct the disposition of 15,786,910
Issuer Shares (16.4% of Issuer's Shares outstanding). These
shares include the 13,402,982 Issuer Shares held by JDEL and
86,487 Issuer Shares which may be acquired within 60 days upon
exercise of options under Issuer's Employee Stock Option Plan.
These shares exclude 506,250 Issuer Shares held by Mr.
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<PAGE>
McConnell's wife, as to which shares beneficial ownership is
disclaimed.
John S. Christie has the sole power to vote and dispose of
1,000 Issuer Shares and the power to dispose of an additional
2,018 Issuer Shares held by a corporation.
Michael H. Thomas has the sole power to vote and to dispose
of 141,877 Issuer Shares.
Neither Michael Priest nor Edward Jones have beneficial
ownership of any Issuer Shares.
John P. McConnell has the sole power to vote or direct the
vote of, and the power to dispose of or direct disposition of,
902,318 shares (1.0%) of Issuer's Common Stock. These shares
include 29,879 shares held as custodian for his minor children,
as to which shares beneficial ownership is disclaimed, and 20,000
shares which may be acquired within 60 days upon the exercise of
options under Issuer's Employee Stock Option Plan.
(c) Michael H. Thomas acquired 141,877 Issuer Shares in
connection with the Agreement of Merger and Plan of
Reorganization involving Gerstenslager, its shareholders, the
Issuer and the wholly-owned subsidiary of the Issuer in
connection with a stock-for-stock exchange of Gerstenslager Stock
for the Issuer Shares. The transaction is further described in
the response to Item 3.
See response to Item 3 with respect to the Issuer Shares
acquired by JDEL, which is incorporated by reference herein.
(d) - (e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Board of Directors of JDEL has given John H. McConnell
sole power to vote and direct the disposition of the Issuer
Shares owned by JDEL.
John H. McConnell, who is an officer and director of JMAC
and a director of JDEL, is the father of John P. McConnell, who
is an officer and director of JMAC and JDEL.
The information contained in Item 5 with respect to Issuer
Shares subject to option under the Issuer's Employee Stock Option
Plan is incorporated herein by reference.
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<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Resolution adopted by the Board of Directors of JDEL
giving John H. McConnell authority to vote and direct the
disposition of the Shares - filed with Amendment No. 1.
Exhibit B - Form of Stock Option Agreement held by John H.
McConnell and John P. McConnell.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
/s/ John H. Mcconnell
____________________________________________
Dated: February 28, 1997 John H. McConnell
JMAC, INC.
By: /s/ John P. Mcconnell
____________________________________________
Dated: February 28, 1997 John P. McConnell, Chairman
JDEL, INC.
By: John P. Mcconnell
____________________________________________
Dated: February 28, 1997 John P. McConnell, Chairman
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<PAGE>
EXHIBIT A
Resolution of Board of Directors of JDEL, Inc.
RESOLVED, that the sole power to vote and to make
investment decisions regarding all shares of the Common
Stock of Worthington Industries, Inc. held of record by this
Corporation be, and it hereby is, vested solely in John H.
McConnell.
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<PAGE>
EXHIBIT B
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is effective as of the date specified in the Notice of
Grant, attached, between Worthington Industries, Inc., a Delaware corporation
(sometimes hereinafter called the "Company"), and the Optionee listed on the
Notice of Grant.
W I T N E S S E T H:
WHEREAS, the shareholders of the Company and the Company's Board of
Directors have approved the Worthington Industries, Inc. 1990 Stock Option Plan
(the "Plan");
WHEREAS, the Committee (hereinafter called the "Committee") appointed by
the Board of Directors of the Company to administer the Plan has determined that
the Optionee is eligible to participate in the Plan; and that a non-qualified
stock option to acquire common shares of the Company should be granted to the
Optionee upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto make
the following agreement, intending to be legally bound thereby:
Section 1. GRANT OF OPTION.
The Company hereby grants to the Optionee a non-qualified (non-incentive)
stock option (sometimes hereinafter called the "Option") to purchase the number
shares of Common Stock , $.01 par value, of the Company ("Common Shares") listed
in the Notice of Grant.
Section 2. TERMS AND CONDITIONS OF THE OPTION.
(A) OPTION PRICE. The purchase price (sometimes hereinafter called the "Option
Price") to be paid by the Optionee upon the exercise of all or any part of
the Option shall be the price listed in the Notice of Grant.
(B) OPTION TERM. The Option shall in no event be exercisable after the
expiration of ten (10) years from the date of this Agreement.
(C) LIMITATIONS ON EXERCISE. The Option may not be exercised by the Optionee
prior to twelve months from the date of this Agreement. Thereafter, the
Optionee may exercise the Option as follows:
(1) At any time after twelve (12) months from the date hereof as to
twenty percent (20%) of the shares subject to the Option.
(2) At any time after twenty-four (24) months from the date hereof as
to an additional twenty percent (20%) of the shares subject to the Option.
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<PAGE>
(3) At any time after thirty-six (36) months from the date hereof as
to twenty percent (20%) of the shares subject to the Option.
(4) At any time after forty-eight (48) months from the date hereof as
to twenty percent (20%) of the shares subject to the Option.
(5) At any time after sixty (60) months from the date hereof as to
twenty percent (20%) of the shares subject to the Option.
The vesting schedule is listed in the Notice of Grant.
Except as otherwise provided herein, the Optionee may not exercise any part
of the Option unless, at the time of such exercise, the Optionee has been in the
continuous employment of the Company or a subsidiary of the Company since the
date of this Agreement. The Committee shall have the sole discretion to decide
whether leaves of absence for government or military service, illness, temporary
disability or other reasons shall be deemed not to interrupt continuous
employment for purposes of this paragraph.
(D) EFFECT OF TERMINATION OF EMPLOYMENT. The Optionee shall not be entitled to
exercise the Option after the Optionee ceases to be an employee of the
Company or a subsidiary of the Company, except that:
(1) RETIREMENT. If the Optionee ceases to be an employee as a result
of retirement, the vested portion of the Option may be exercised within
twelve months after the date on which the Optionee ceases to be an
employee (but in no event later than the date of expiration of the Option
term); and
(2) DISABILITY. If the Optionee ceases to be an employee by reason
of a disability, as determined by the Committee, the Option may be
exercised within twelve months after the date on which the Optionee ceases
to be an employee (but in no event later than the date of the expiration
of the Option Term).
If the Option is exercised pursuant to this paragraph (D), it may be
exercised by the Optionee for the number of shares for which it could have been
exercised at the time the Optionee ceased to be an employee or for such greater
number of shares subject to the Option as to which the Committee may authorize
an acceleration of time of exercise under the Option.
(E) EFFECT OF DEATH. If the Optionee dies and at the time of his death is
entitled to exercise the Option, the vested portion of the Option may be
exercised within twelve months after the date of death (but no later than
the date of expiration of the Option term) by the Optionee's estate, or by
a person who acquired the right to exercise such Option by bequest or
inheritance. The Option may be exercised only as to the number of shares
for which it could have been exercised at the time of the Optionee's death
or for such greater number of shares subject to the Option as to which the
Committee may authorize an acceleration of time under the Option.
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<PAGE>
Section 3. METHOD OF EXERCISE.
A. NOTICE AND PAYMENT. The Option may be exercised, in whole or in part, by
giving written notice of exercise to the Company, Attn: General Counsel or
Corporate Compensation Manager, specifying the number of Common Shares to
be purchased. Such notice shall be accompanied by payment in full of the
purchase price.
B. METHOD OF PAYMENT. The purchase price shall be paid in cash or, if
acceptable to the Committee in its sole discretion, in Common Shares
already owned by the Optionee valuing Common Shares at Fair Market Value
(as defined in the Plan) on the date of exercise. The Committee shall
determine acceptable methods for tendering Common Shares and may impose
such conditions on the use of Common Shares as it deems appropriate.
C. WITHHOLDING TAXES. The Company and its subsidiaries shall have the right to
require the Optionee to pay, or may withhold from the Optionee's wages or
from other amounts payable to such Optionee, an amount necessary to meet
any federal, state or local tax withholding requirements which may arise as
a result of the exercise of the Option. The Committee may permit the
Optionee to deliver already owned Common Shares having a Fair Market Value
sufficient to satisfy all or part of the withholding taxes.
D. DELIVERY OF STOCK CERTIFICATES. After payment has been received, the
Company shall take all action as is necessary to deliver appropriate share
certificates evidencing the shares purchased upon the exercise of the
Option as promptly thereafter as is reasonably practicable.
E. EXERCISE BY BENEFICIARY. In the case of exercise of the Option by a person
or estate acquiring the right to exercise the Option by bequest or
inheritance, the Company may require reasonable evidence as to the
ownership of the Option and may require such consents and releases of
taxing authorities as the Company may deem advisable.
Section 4. ADJUSTMENT UPON CHANGE OF SHARES.
In the event of a reorganization, merger, consolidation, reclassification,
recapitalization, combination or exchange of shares, stock split, stock
dividend, rights offering or other events affecting the issued and outstanding
shares of the Company, the Company may equitably adjust the number and class of
the shares for which the Option may thereafter be exercised and/or the exercise
price per share.
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<PAGE>
Section 5. NON-ASSIGNABILITY OF THE OPTION.
The Option is not assignable or otherwise transferable by the Optionee
except by will or by the laws of descent and distribution. The Option may not be
exercised during the lifetime of the Optionee except by the Optionee.
Section 6. RESTRICTIONS ON EXERCISE.
Anything contained in this Agreement or elsewhere to the contrary
notwithstanding:
(A) The Option shall not be exercisable for the purchase of any shares subject
thereto except for:
(1) Shares subject thereto which at the time of such exercise are
registered under the Securities Act of 1933, as amended (the "Act"), if
required; and
(2) Shares subject thereto in respect of which the laws of any state
applicable to such exercise and purchase has been satisfied.
(B) If any shares subject to the Option are issued upon the exercise thereof to
a person who (at the time of such exercise or at any time thereafter)
controls, is controlled by or is under common control with the Company,
then: such shares shall not be transferable by the holder thereof, and
neither the Company nor its transfer agent or registrar, if any, shall be
required to register or otherwise to give effect to any transfer thereof
and may prevent any such transfer, unless the Company shall have received
an opinion from its counsel to the effect that any such transfer would not
violate the Act or the applicable laws of any state; and
(C) The Company may cause any share certificate issued to evidence shares as to
which the Option has been exercised to bear such legends and statements as
the Company shall deem advisable to assure compliance with applicable
federal and state laws and regulations.
(D) Nothing contained in this Agreement or elsewhere shall be construed to
require the Company to take any action whatsoever to eliminate the
restrictions imposed by this Section (6) upon the exercise of the Option or
upon the transfer of shares purchased upon the exercise of the Option.
Section 7. RIGHTS OF OPTIONEE.
The Optionee shall have no rights as a shareholder of the Company with
respect to any Common Shares covered by the Option until the date of issuance of
a certificate to him evidencing such shares.
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<PAGE>
Section 8. PLAN AS CONTROLLING.
All terms and conditions of the Plan applicable to non-qualified stock
options which are not set forth in this Agreement shall be deemed incorporated
herein by reference. In the event that any term or condition of this Agreement
is inconsistent with the terms and conditions of the Plan, the Plan shall be
deemed controlling.
Section 9. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
Section 10. RIGHTS AND REMEDIES CUMULATIVE.
All rights and remedies of the Company and of the Optionee enumerated in
this Agreement shall be cumulative and, except as expressly provided otherwise
in this Agreement, none shall exclude any other rights or remedies allowed at
law or in equity, and each of said rights or remedies may be exercised and
enforced concurrently.
Section 11. CAPTIONS.
The captions contained in this Agreement are included only for convenience
of reference and do not define, limit, explain or modify this Agreement or its
interpretation, construction or meaning and are in no way to be construed as a
part of this Agreement.
Section 12. SEVERABILITY.
If any provision of this Agreement or the application of any provision
thereof to any person or any circumstance shall be determined to be invalid or
unenforceable, then such determination shall not affect any other provision of
this Agreement or the application of said provision to any other person or
circumstance, all of which other provisions shall remain in full force and in
effect.
Section 13. NUMBER AND GENDER.
When used in this Agreement, the number and gender of each pronoun shall be
construed to be such number and gender as the context, circumstances or its
antecedent may require.
Section 14. ENTIRE AGREEMENT.
This Agreement constitutes the entire Agreement between the Company and the
Optionee in respect of the subject matter of this Agreement, and this Agreement
supersedes all prior and contemporaneous agreements between any party hereto in
connection with the subject matter of this Agreement. No officer, director,
employee or other servant or agent of the Company, and no servant or agent of
the Optionee, is authorized to make any representation, warranty or other
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<PAGE>
promise not contained in this Agreement. No change, termination or attempted
waiver of any of the provisions of this Agreement shall be binding upon any
party hereto unless contained in a writing signed by the party to be charged.
Section 15. ENGAGING IN COMPETITION WITH THE COMPANY.
In the event the Optionee terminates employment with the Company or its
Subsidiaries for any reason whatsoever and within eighteen (18) months after the
date thereof accepts employment within any competitor of, or otherwise engages
in competition with, the Company or its Subsidiaries, the Committee in its sole
discretion may require the Optionee to return to the Company the economic value
of any Option which is exercised at any time during the period beginning six
months prior to the date of the Optionee's termination of employment with the
Company or its Subsidiaries.
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<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, the persons named below hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13d (including any amendments thereto) with
respect to the shares of Common Stock of Worthington Industries beneficially
owned by each of them and further agree that this Joint Filing Agreement be
included as an exhibit to such joint filings.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the 28th day of February, 1997.
/s/ John H. Mcconnell
____________________________________________
John H. Mcconnell
JMAC, INC.
By: /s/ John P. Mcconnell
____________________________________________
John P. Mcconnell, Chairman
JDEL, INC.
By: /s/ John P. Mcconnell
____________________________________________
John P. Mcconnell, Chairman
