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As filed with the Securities and Exchange Commission on March 24, 1999
REGISTRATION NO. 333-48627
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WORTHINGTON INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
OHIO 31-1189815
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1205 DEARBORN DRIVE, COLUMBUS, OHIO 43085, (614) 438-3210
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DALE T. BRINKMAN, ESQ., VICE PRESIDENT ADMINISTRATION AND GENERAL COUNSEL,
1205 DEARBORN DRIVE, COLUMBUS, OH 43085, (614) 438-3001
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(Name, address, including zip code, and telephone number, including area
code, of agent for service)
WITH A COPY TO:
ELIZABETH TURRELL FARRAR, ESQ., VORYS, SATER, SEYMOUR AND PEASE LLP,
52 EAST GAY STREET, P. O. BOX 1008, COLUMBUS, OH 43216-1008, (614) 464-5607
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Approximate date of commencement of proposed sale to the public: From time to
time after this Post-Effective Amendment No. 1 becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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On October 13, 1998, Worthington Industries, Inc., a Delaware
corporation ("Worthington Delaware"), was merged (the "Merger") with and into
Worthington Industries, Inc., an Ohio corporation and wholly-owned subsidiary of
Worthington Delaware ("Worthington Ohio"). Worthington Ohio was formed as an
Ohio corporation as a vehicle to effect the change of Worthington Delaware's
state of incorporation from Delaware to Ohio through the Merger. The Merger was
approved by the shareholders of Worthington Delaware at the Annual Meeting of
Shareholders held on September 24, 1998.
Each share of common stock, par value $0.01 per share (the "Worthington
Delaware Shares"), of Worthington Delaware was converted into one common share,
without par value (the "Worthington Ohio Common Shares"), of Worthington Ohio.
By virtue of the Merger, Worthington Ohio has succeeded to all the business,
properties, assets and liabilities of Worthington Delaware. Pursuant to Rule
12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Worthington Ohio Common Shares are deemed to be registered under the
Exchange Act.
Pursuant to Rule 414 promulgated under the Securities Act of 1933, as
amended (the "1933 Act"), Worthington Ohio hereby adopts the Registration
Statement on Form S-3 (Registration No. 333-48627) of Worthington Delaware,
related to the registration under the 1933 Act of 1,000,000 Worthington Delaware
Shares to be offered under the Worthington Industries, Inc. Dividend
Reinvestment and Stock Purchase Plan, as Worthington Ohio's own Registration
Statement under Form S-3 for all purposes of the 1933 Act and the Exchange Act.
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P R O S P E C T U S
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WORTHINGTON INDUSTRIES, INC.
1205 DEARBORN DRIVE
COLUMBUS, OHIO 43085
(614) 438-3210
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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1,000,000 Common Shares Without Par Value
Trading Symbol:
Nasdaq National Market - WTHG
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We are offering our shareholders a simple and convenient method for
purchasing common shares, without payment of any brokerage commissions or
service charges, through the Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). Shareholders who elect to participate in the Plan may:
- Have cash dividends on all or any part of their common shares
automatically reinvested in common shares.
- Invest optional cash payments ranging from $50 to $5,000 per
month in common shares, whether or not dividends are being
reinvested.
Common shares purchased under the Plan may be purchased from us or
purchased for participants in the open market, at our option. The price of the
common shares purchased from us will be the average of the closing sales prices
reported on the Nasdaq National Market on the five business days immediately
preceding the purchase date for which such prices have been reported. If the
common shares are purchased in the open market, the price of the common shares
will be the average purchase price of the common shares. The closing price of
our common shares on March 22, 1999 was $11.44.
Shareholders enrolled in the Plan will continue to be enrolled until
they notify BankBoston, N.A., administrator for the Plan, that they wish to
withdraw. Shareholders who do not wish to participate in the Plan will continue
to receive cash dividends in the usual manner.
Investment in our common shares, as with any investment in securities,
involves investment risks, including the possible loss of principal.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
March 24, 1999
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THE COMPANY
We, together with our subsidiaries, are a leading manufacturer of metal
and plastic products. We process flat rolled steel to close tolerances for sale
to industrial customers who require steel of precise thickness, length, width
and temper for their own product fabrications. We also manufacture metal
pressure cylinders, metal framing products, automotive aftermarket body panels,
injection molded plastic parts, and other products.
On October 13, 1998, we changed our state of incorporation from
Delaware to Ohio. This was accomplished through the merger (the "Merger") of
Worthington Industries, Inc., a Delaware corporation ("Worthington Delaware"),
with and into Worthington Industries, Inc., an Ohio corporation and wholly-owned
subsidiary of Worthington Delaware ("Worthington Ohio"). By virtue of the
Merger, each share of common stock, par value $0.01 per share, of Worthington
Delaware was converted into one common share, without par value, of Worthington
Ohio. We (i.e., Worthington Ohio) have assumed all of the obligations of
Worthington Delaware under the Plan and will continue the Plan upon the same
terms and conditions.
INFORMATION INCORPORATED BY REFERENCE
The rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC") allow us to incorporate certain information about
Worthington Ohio (and its predecessor Worthington Delaware) and its financial
condition into this Prospectus by reference. This means that we can disclose
important information to you by referring you to other documents that we have
filed with the SEC and information that we file later with the SEC will
automatically update and supersede this information. The information
incorporated by reference is considered to be a part of this Prospectus.
We have incorporated by reference into this Prospectus the following
documents:
- Worthington Delaware's Annual Report on Form 10-K for the fiscal
year ended May 31, 1998.
- Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
August 31, 1998 and November 30, 1998.
- The description of our common shares contained in our Quarterly
Report on Form 10-Q for the fiscal quarter ended August 31, 1998.
We also incorporate by reference into this Prospectus all documents we
may file with the SEC pursuant to Sections 13, 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") between the date of this Prospectus
and the termination of this offering.
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Upon written or oral request, we will provide, without charge, to each
person, including any beneficial owner, to whom this Prospectus is delivered, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus but not delivered with this Prospectus. Requests should be made
in writing to Shareholder Relations, Worthington Industries, Inc., 1205 Dearborn
Drive, Columbus, OH 43085, or by telephone at (614) 438-3210.
We file annual reports, quarterly reports and current reports as well
as proxy and information statements with the SEC. You may read and copy any
materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
statements and other information regarding Worthington Ohio and Worthington
Delaware. In addition, our common shares are traded on The Nasdaq Stock Market
and reports, proxy and information statements and other information we file can
be inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20006. We maintain an Internet site at:
www.stockprofiles.com/wthg.
DESCRIPTION OF THE PLAN
A description of the Plan is set forth in the following
questions-and-answers.
The Plan was initially approved by our Board of Directors on November
15, 1984, and amended by the Board on February 27, 1998.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide our shareholders with a simple
and convenient method of investing cash dividends and additional cash in common
shares without paying any brokerage commission or service charge. Any purchase
of these common shares from us will generate funds which will be used for
general corporate purposes.
PARTICIPANT OPTIONS
2. What options are available to participants in the Plan?
As a participant in the Plan:
- You may have all your cash dividends automatically reinvested,
and may also make cash purchases of not less than $50 nor more
than $5,000 per month.
- You may have cash dividends on some of your common shares
automatically reinvested, continue to receive cash dividends on
the rest of your common shares, and also make cash purchases of
not less than $50 nor more than $5,000 per month.
- You may make optional cash purchases of not less than $50 nor
more than $5,000 per month, whether or not your dividends are
being reinvested.
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ADVANTAGES
3. What are the advantages of the Plan?
- No commission or service charge will be paid by you in connection
with purchases under the Plan.
- Your funds will be fully invested because the Plan permits fractions
of common shares to be credited to your account. Dividends on
fractional common shares, as well as on whole common shares, will be
reinvested in additional common shares and these common shares will
be credited to your account.
- You will avoid the need for safekeeping stock certificates for
common shares credited to your account under the Plan.
- You will receive regular statements from the Agent (as described in
Questions 4 and 5) reflecting all current activity, including
purchases, and your latest balance to simplify your recordkeeping.
ADMINISTRATION
4. Who administers the Plan for participants?
We will designate a bank or trust company (the "Agent") to administer
the Plan and purchase common shares as Agent for participants. The Agent will
keep a continuous record of each participant shareholder's activities and send
you a statement of your account following each purchase of common shares for
your account.
5. Who has been selected as Agent?
The Agent is BankBoston, N.A., whose address and telephone number are:
<TABLE>
<CAPTION>
<S> <C>
For general correspondence: When mailing checks, address as follows:
BankBoston, N.A. c/o BostonEquiServe BankBoston, N.A.
Post Office Box 8040 General Correspondence
Boston, MA 02266-8040 P.O. Box 9041
800-730-4001 Boston, MA 02205-9835
</TABLE>
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PARTICIPATION
6. Who is eligible to participate?
If you are a shareholder and you have common shares registered in your
name, you are eligible to participate. If your common shares are registered in a
name other than your own (for example, in the name of a broker or other nominee)
and you want to participate, you may either make appropriate arrangements for
your broker or nominee to participate, or you may become a shareholder of record
by having some or all of your common shares transferred into your own name.
7. How does an eligible shareholder participate?
As a shareholder of record of our common shares, you may join the Plan
by signing an Authorization Card and returning it to the Agent. If your common
shares are registered in more than one name (i.e., joint tenants, trustees,
etc.), all registered shareholders must sign the Authorization Card. You may
obtain an Authorization Card at any time by calling or writing to the Agent at
the address listed in Question 5.
8. Is partial participation possible under the Plan?
Yes. If you are a shareholder of record and you want to reinvest the
dividends on some (but not all) of your certificate common shares, sign the
Authorization Card and indicate the number of common shares for which you do not
want dividends reinvested under "Partial Dividend Reinvestment."
9. When may an eligible shareholder join the Plan?
As an eligible shareholder, you may join the Plan at any time.
If your signed Authorization Card is received by the Agent on or before
the record date for a dividend payment, reinvestment of your dividends will
begin with that dividend payment. If the Authorization Card is received after
that record date, reinvestment of your dividends will begin with the following
dividend payment. Dividend payment dates will ordinarily occur during the later
part (after the 20th) of March, June, September and December (or in early
January), and corresponding record dates are usually approximately two to three
weeks before the payment dates. (See Questions 16 through 20 for information on
cash purchases.)
10. What options are available on the Authorization Card?
The Authorization Card allows you to arrange for the purchase of
additional common shares through the following investment options:
- "Full Dividend Reinvestment" directs the Agent to invest all of
your cash dividends on all of the common shares then or
subsequently registered in your name, and also permits you to make
cash purchases of additional common shares.
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- "Partial Dividend Reinvestment" directs the Agent to pay cash
dividends to you on the number of common shares you have specified
in the appropriate place on the Authorization Card, and directs
the Agent to reinvest the dividends on the remaining common
shares. It also permits you to make cash purchases of additional
common shares.
- "Optional Cash Purchases Only" permits you to make cash payments
for the purchase of additional common shares without reinvesting
dividends.
You may select either of the dividend reinvestment options, or the
optional cash purchase option.
11. How may a participant change options under the Plan?
As a participant, you may change your investment options at any time by
requesting a new Authorization Card and returning it to the Agent at the address
shown in Question 5.
PURCHASE OF COMMON SHARES
12. What is the source of the common shares purchased under the Plan?
At our discretion, common share purchases will be made by the Plan's
Agent either in the open market or directly from us. Purchases in the open
market may be made on any stock exchange where our common shares are traded or
by negotiated transactions on such terms as the Agent may reasonably determine.
Neither we nor any participant will have any authority or power to direct the
date, time or price at which common shares may be purchased by the Agent.
13. When will common shares be purchased under the Plan?
Common shares will be purchased with reinvested dividends as of the
date our quarterly dividend is payable (the "Dividend Payment Date"). See
Question 9. Common shares will be purchased with optional cash payments as of
the last day of each month (the "Monthly Purchase Date"). See Questions 16
through 20.
The applicable Dividend Payment Date or Monthly Purchase Date as of
which common shares are purchased is referred to as an "Investment Date."
14. What is the price of common shares purchased under the Plan?
The price per common share purchased from us with your reinvested
dividends or your optional cash payments will be 100% of the average of the
closing prices of the common shares as reported on The Nasdaq Stock Market for
the five trading days immediately preceding the Dividend Payment Date (for
reinvested dividends) or the Monthly Purchase Date (for optional cash payments).
You may not direct the time or price at which the common shares are purchased.
If there is no trading in the common shares for a substantial amount of time
prior to the Dividend Payment Date or the Monthly Purchase Date, we will
determine the purchase price per share based on market quotations which we deem
appropriate.
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Common shares purchased in the open market for an Investment Date will
be credited to your account at the weighted average price incurred to purchase
all common shares acquired for that Investment Date. (We will pay any brokerage
fees or commissions involved.)
15. How many common shares will be purchased for participants?
The number of common shares purchased for you depends on the amount of
your dividends or cash payments and the purchase price per share. Your account
will be credited with the number of common shares (including fractions computed
to three decimal places) equal to the total amount you wish to invest divided by
the applicable purchase price per share.
OPTIONAL CASH PURCHASES
16. How does the cash purchase option work?
Your cash payments will be used by the Agent for the purchase of
additional common shares on each Monthly Purchase Date, as defined in Question
17. Cash payments must be received by the Agent at least five business days
prior to the date on which the Agent is to purchase common shares (i.e., the
Monthly Purchase Date). Cash purchases will be made at 100% of the market price
average described in Question 14.
No interest will be paid on funds received and held by the Agent for
purchase of common shares under the Plan. Therefore, optional cash payments
should be sent so as to reach the Agent shortly before the Monthly Purchase
Date, but no later than five business days prior thereto.
17. When is the Monthly Purchase Date?
The Monthly Purchase Date is the last business day of each month.
18. How are optional cash purchases made?
The option to make cash purchases is available to you only after you
join the Plan by signing an Authorization Card. You may make your initial cash
purchase when you join the Plan by enclosing a check payable to the Agent with
your signed Authorization Card. After that, cash contributions must be
accompanied by a properly executed cash remittance form which is attached to
each statement you receive. Cash contributions should be made payable to and
mailed directly to the Agent at the cash payment address shown in Question 5.
Checks drawn against non-United States banks must have the U.S. currency
imprinted on the check. A CASH CONTRIBUTION FORWARDED TO ANY OTHER ADDRESS DOES
NOT CONSTITUTE VALID DELIVERY.
If your check is returned unpaid for any reason, the request for
investment of such money will be null and void. Any common shares purchased for
you upon the prior credit of such money will be removed from your account, and
those common shares plus such additional common shares from your account as may
be necessary to satisfy the uncollected amounts will be sold. Also, a $25.00 fee
will be charged for any investment cash deposits returned unpaid.
You may also make optional cash purchases through automatic withdrawal
from your bank account. See Question 19.
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19. Is automatic bank account withdrawal available?
Yes. If you wish, you may elect to make cash purchases through
automatic withdrawals from your bank account. If you elect this option, the
amount you specify will be charged to your bank account each month and the Agent
will invest the funds as an optional cash payment each month. To elect this
option, you must complete an automatic monthly bank account withdrawal form and
return it along with a canceled check or deposit slip to the Agent. To obtain
this form, call or write the Agent at the address listed in Question 5.
Optional cash payments made through automatic bank account withdrawal
will be debited to your account on the eighth business day prior to the Monthly
Purchase Date and the funds withdrawn will be invested on the Monthly Purchase
Date following the debit.
Any automatic bank account withdrawal rejected for insufficient funds
will be treated in the same way as a check returned unpaid. See Question 18.
20. When will optional cash payments be invested?
Optional cash payments will be invested by the Agent once each month on
the Monthly Purchase Date (i.e., the last day of each month).
If you wish to have a cash payment returned to you before it is
invested, your written request must be received by the Agent at least two
business days prior to the Monthly Purchase Date.
COSTS
21. Are there any out-of-pocket costs to participants in connection with
purchases under the Plan?
No. We will pay all costs of administration of the Plan. There are no
brokerage fees or commissions on common shares purchased under the Plan from us.
If common shares are purchased by the Agent for the Plan on the open market, we
will pay any brokerage fees or commissions.
TAXES
22. What are the federal income tax consequences of participation in the
Plan?
- Reinvested Dividends.
If you elect to have your dividends reinvested, you will be treated for
federal income tax purposes as having received a taxable distribution of the
dividends which are reinvested. The tax basis of the common shares purchased
with your dividends will equal the purchase price.
The holding period for common shares credited to your account under the
dividend reinvestment option will begin on the day following the date on which
your dividends are reinvested.
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- Cash Purchases.
If you elect the Plan's cash purchase option, common shares will be
purchased at fair market value determined as described under Question 14, and
you will not have taxable income as a result of that purchase. The tax basis per
share will equal the purchase price.
The holding period for the common shares credited to your account under
the cash purchase option will begin on the day following the date on which the
cash purchase is made.
- Other Consequences.
You will not realize any taxable income when you receive certificates
for whole common shares which have been credited to your account.
You will realize a gain or loss when common shares acquired through the
Plan are sold or exchanged, whether by the Agent at your request to terminate
your participation in the Plan, or by you after you receive a share certificate
from the Plan, or when you receive a cash adjustment for a fractional share. The
amount of the gain or loss will be the difference between the amount which you
receive for the common shares, or fraction of a share, and the tax basis of the
common shares.
At the end of each calendar year, the Agent will notify you and the
Internal Revenue Service of the amount of your annual dividend income. Dividends
are generally considered taxable to individuals as ordinary income, and you must
include your dividend income on your federal income tax return. In addition, the
Internal Revenue Service has ruled that the amount of brokerage commissions paid
by us on your behalf is to be treated as a distribution to you which is subject
to income tax in the same manner as dividends. The sum of those amounts becomes
your cost basis for those common shares.
We are required to withhold for United States income tax purposes, 20%
of all dividend payments to you unless
- you have furnished your taxpayer identification (social security)
number; and
- you have certified that you are not subject to back-up withholding.
You should previously have been requested by us or your broker to
submit all information and certifications required in order to exempt you from
back-up withholding if an exemption is available.
If you are subject to back-up withholding tax on dividends, or if you
are a foreign stockholder whose dividends are subject to United States income
tax withholding, the tax withheld will be deducted from the amount of the
dividend and only the reduced amount will be reinvested in common shares.
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ELIGIBLE SHAREHOLDERS CONSIDERING PARTICIPATING IN THE PLAN ARE URGED
TO CONSULT WITH THEIR OWN TAX ADVISORS PRIOR TO JOINING THE PLAN.
REPORTS TO PARTICIPANTS
23. What kind of reports will be sent to participants in the Plan?
After each purchase under the Plan, you will receive a statement of
your account from the Agent. In addition, you will receive the information you
will need for reporting your dividend income for federal income tax purposes.
These statements are your continuing record of current activity and the cost of
your purchases and should be retained for tax purposes. The Agent may impose a
fee if it is required to supply past history. You will also continue to receive
all communications sent to holders of our common shares, including our Annual
Report, Notice of Annual Meeting, Proxy Statement, and Quarterly Reports.
DIVIDENDS ON FRACTIONAL SHARES
24. Will participants be credited with dividends on fractional common
shares?
Yes. Dividends on fractional common shares, as well as on whole common
shares, will be credited to your account and will be reinvested in additional
common shares.
CERTIFICATES FOR COMMON SHARES
25. Will certificates be issued for common shares purchased?
Common shares purchased through the Plan will be credited to your
account under your name, but they will not be registered in your name.
Certificates will only be issued to you for common shares credited to your
account if you request the Agent in writing to do so or if your account is
terminated. The number of common shares credited to your account under the Plan
will be shown on the statements of your account. This service eliminates the
need for you to protect against loss, theft, or destruction of stock
certificates.
At any time, you may request in writing that the Agent send you a
certificate for all or part of the whole common shares credited to your account.
This request should be mailed to the Agent at the address listed in Question 5.
Any remaining whole common shares and fractional shares will continue
to be credited to your account.
Common shares credited to your account under the Plan may not be
pledged or assigned and any attempted pledge or assignment will be void. If you
want to pledge or assign common shares in your account, you must request that a
certificate for them be issued in your name.
Certificates for fractional shares will not be issued under any
circumstances.
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26. In whose name will certificates be registered when issued to
participants?
Because accounts under the Plan are maintained in the name in which
your common shares are registered at the time you join the Plan, certificates
for whole common shares purchased under the Plan will be similarly registered
when issued to you upon your request. If you want these common shares registered
and issued in a different name, you must so indicate in a written request. Note
that this is considered a new registration, and you would be responsible for any
transfer taxes that may be due and for compliance with any applicable transfer
requirements.
27. May participants send certificates for common shares held in their
possession to the Agent for safekeeping?
Yes. You may send certificates for common shares held in your
possession to the Agent for safekeeping at no cost. These common shares will be
combined with those unissued whole and fractional common shares acquired for
your account under the Plan and held by the Agent. Shortly thereafter, you will
receive a statement showing your holdings. The Agent will treat these common
shares in the same manner as common shares purchased for your account. However,
the Agent may require that common shares deposited for safekeeping remain in
your account for a period of 60 days before they can be sold. All certificates
should be sent to the Agent at the address listed in Question 5. Delivery by
either registered or certified mail, return receipt requested, is recommended
since you bear the risk of loss in transit. You should call or write the Agent
to obtain instructions for proper transmittal of stock certificates.
TERMINATION OF PARTICIPATION
28. How does a participant terminate participation in the Plan?
You must notify the Agent in writing that you wish to do so. A
withdrawal/termination form is provided on the reverse side of the account
statement for this purpose. Your notice should be addressed to the Agent at the
address listed in Question 5.
Upon termination, you may elect to receive:
- A stock certificate for whole common shares held for your account
in the Plan, plus a check for the proceeds from the sale of any
fractional shares; or
- A check for the proceeds from the sale of all common shares held
for your Plan account, including any fractional shares, less any
brokerage fees or commissions and any applicable transfer tax. The
sale will be made by the Agent for your account, at the market
price, within ten business days after receipt of your request,
except as discussed in Question 29.
Market price fluctuations (including possible declines in the price of
our common shares) during the period between the request for sale, its receipt
by the Agent, and the ultimate sale in the open market within ten business days,
is a risk which must be evaluated and borne by you. You may not direct the date
or price at which your common shares are to be sold.
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Requests for sale of less than all of your common shares must indicate
the number of common shares to be sold and not a dollar amount to be attained.
Any request that does not clearly indicate the number of common shares to be
sold will be returned to you and no action will be taken.
29. When may a participant terminate participation in the Plan?
You may terminate your participation in the Plan at any time.
If your notice of termination is received on or after the record date
for a dividend, any cash dividend paid on that Dividend Payment Date will be
invested for your account.
Any cash payment sent to the Agent prior to the request for termination
will be invested unless return of the amount is specifically requested in your
notice of termination and your notice is received at least two business days
prior to the next Monthly Purchase Date. The notice of termination will be
processed as promptly as possible.
All subsequent dividends will be paid to you by check unless you again
enroll in the Plan, which you may do at any time.
OTHER INFORMATION
30. What happens when a participant sells or transfers all of the common
shares registered in his or her name?
If you dispose of all common shares registered in your name, the Agent
will continue to reinvest the dividends on common shares, if any, credited to
your account under the Plan (those held in the name of the Agent or its
nominee), subject to your right to withdraw from the Plan at any time.
If you have no full common shares registered in your name and no full
common shares credited to your account under the Plan, your participation in the
Plan will be terminated. Any fractional common shares in your account will be
sold and the proceeds distributed to you as discussed in Question 28.
31. What happens when a participant sells or transfers some (but not all)
of the common shares registered in his or her name?
- Full Dividend Reinvestment
If you are reinvesting the cash dividends on all of the common shares
registered in your name, and you dispose of a portion of the common shares, the
Agent will continue to reinvest the dividends on the remainder of the common
shares registered in your name.
- Partial Dividend Reinvestment
If you have directed the Agent to pay cash dividends to you on some of
your common shares and to reinvest dividends on the remainder of your common
shares, and you dispose of a portion of your common shares, the Agent will
continue to reinvest dividends on the number of
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common shares, if any, you own in excess of the number of common shares on which
you have directed the Agent to pay cash dividends.
32. What happens if we declare a stock split or issue a dividend payable in
stock?
If you are a participant in the Plan (whether you have elected full or
partial dividend investment), all common shares issued in connection with a
stock split or a stock dividend distributed by us will be added to your account
in the Plan.
As soon as possible after the declaration of a stock split or a stock
dividend, the Agent will send you a statement indicating the number of common
shares credited to your account under the Plan as a result of the stock dividend
or stock split. You may receive a certificate for these common shares (other
than fractional shares) at any time by sending a written request to the Agent at
the address indicated in Question 5.
33. How will a participant's common shares held by the Agent be voted at
shareholders' meetings?
Common shares held by the Agent for you will be voted as you direct.
A proxy card will be sent to you in connection with any annual or
special meeting of our shareholders, as in the case of shareholders not
participating in the Plan. This proxy will apply to all whole common shares
registered in your own name, if any, as well as to all whole and fractional
common shares credited to your account under the Plan. When you properly sign
and return the proxy card, your common shares will be voted in accordance with
the instructions that you give on it.
As in the case of non-participating shareholders, if no instructions
are indicated on a properly signed and returned proxy card, all of your whole
common shares and fractional shares - those registered in your name, if any, and
those credited to your account under the Plan - will be voted in accordance with
the recommendations of our management. If the proxy card is not returned or is
returned unsigned, your common shares will be voted only if you or a duly
appointed representative vote in person at the meeting.
34. What are the responsibilities of Worthington Ohio and the Agent under
the Plan?
Neither we nor the Agent in administering the Plan will be liable under
the Plan for any act done in good faith or for any good faith omission to act,
including without limitation, any claim of liability arising out of failure to
terminate your account upon your death, the prices at which common shares are
purchased for your account, the times when purchases are made, or fluctuation in
market value of the common shares.
You should recognize that we cannot assure you of a profit or protect
you against a loss on the common shares purchased by you under the Plan.
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<PAGE> 16
35. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, our Board of Directors
(including any committee of the Board) reserves the right to amend, modify,
suspend or terminate the Plan at any time, including the period between a record
date and a dividend payment date. Notice of any material amendment or
modification, or of any suspension or termination, will be mailed to all
participants.
If the Plan is terminated:
- any uninvested optional cash payments will be returned to you;
- a certificate for whole common shares credited to your account
under the Plan will be issued; and
- a cash payment will be made for any fractional common share
credited to your account. This cash payment will be based upon the
closing price of the our common shares as reported on The Nasdaq
Stock Market for the date or dates set forth in the notice of
termination.
If we terminate the Plan, we will pay any termination charges which may
be involved.
36. How may shareholders obtain answers to other questions regarding the
Plan?
If you have any further questions, you should direct them to the Agent
at the address or telephone number provided in the answer to Question 5.
DIVIDENDS
We have paid cash dividends on our common shares in each fiscal quarter
since we became a publicly-owned corporation in 1968. We intend to pay regular
quarterly cash dividends in the future subject to our earnings and financial
condition and such other factors as our Board of Directors may deem relevant.
USE OF PROCEEDS
We do not know either the number of common shares that will ultimately
be purchased under the Plan or the prices at which such common shares will be
sold. We intend to add any proceeds we receive from our sales of common shares
to our general funds to be available for general corporate purposes. We are
unable to estimate the amount of the proceeds that will be devoted to any
specific purposes.
LEGAL OPINIONS
The legality of the common shares offered hereby has been passed upon
by Dale T. Brinkman, Vice President Administration and General Counsel of
Worthington Ohio. Mr. Brinkman beneficially owns 18,002 common shares and also
currently has exercisable options to purchase an additional 15,750 common
shares. Pursuant to our Code of Regulations, we are
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<PAGE> 17
required to indemnify Mr. Brinkman to the fullest extent permitted by Ohio law
against any expenses actually and reasonably incurred by him in connection with
any action, suit or proceeding in which he is made party by reason of his being
an officer of Worthington Ohio.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated by reference or, in the case of
our schedule, included in our Annual Report on Form 10-K for the year ended May
31, 1998, as set forth in their reports, which are incorporated by reference in
this prospectus and elsewhere in the registration statement. Our financial
statements and schedule are incorporated by reference in reliance on Ernst &
Young LLP's reports, given on their authority as experts in accounting and
auditing.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 1701.13(E) of the Ohio Revised Code (the "OGCL"),
directors, officers, employees and agents of Ohio corporations have an absolute
right to indemnification for expenses (including attorneys' fees) actually and
reasonably incurred by them to the extent they are successful in defense of any
action, suit or proceeding, including derivative actions, brought against them,
or in defense of any claim, issue or matter asserted in any such proceeding. A
director, officer, employee or agent is entitled to such indemnification if such
person's success is "on the merits or otherwise." Directors (but not officers,
employees or agents) are entitled to mandatory payment of expenses by the
corporation as they are incurred, in advance of the final disposition of the
action, suit or proceeding, provided the directors agree to cooperate with the
corporation concerning the matter and to repay the amount advanced if it is
proved by clear and convincing evidence that the directors' act or failure to
act was done with deliberate intent to cause injury to the corporation or with
reckless disregard for the corporation's best interests.
Section 1701.13(E) of the OGCL permits a corporation to indemnify
directors, officers, employees or agents of the corporation in circumstances
where indemnification is not mandated by the statute if certain statutory
standards are satisfied. A corporation may grant indemnification in actions
other than derivative actions if the indemnitee has acted in good faith and in a
manner the indemnitee reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the indemnitee's conduct was
unlawful. Such indemnification is permitted against expenses (including
attorneys' fees) as well as judgments, fines and amounts paid in settlement
actually and reasonably incurred by the indemnitee.
An Ohio corporation may also provide indemnification in derivative
actions for attorneys' fees and expenses actually and reasonably incurred in
connection with the defense or settlement of an action if the officer, director,
employee or agent acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation.
Ohio law does not expressly authorize indemnification against judgments, fines
and amounts paid in settlement of such actions. The corporation may not
indemnify a director, officer, employee or agent in such actions for attorneys'
fees and expenses if such person is adjudged to be liable to the corporation for
negligence or misconduct in the performance of such
15
<PAGE> 18
person's duties to the corporation, unless and only to the extent that a court
determines that, despite the adjudication of liability, such person is fairly
and reasonably entitled to indemnity.
Section 1701.13(E) of the OGCL states that the indemnification provided
thereby is not exclusive of any other rights granted to those persons seeking
indemnification under the articles, the regulations, any agreement, a vote of
the shareholders or disinterested directors, or otherwise.
The OGCL grants express power to an Ohio corporation to purchase and
maintain insurance or furnish similar protection, including, but not limited to,
trust funds, letters of credit and self-insurance, for director, officer,
employee or agent liability, regardless of whether that individual is otherwise
eligible for indemnification by the corporation.
Our Code of Regulations (the "Regulations") provides for broader
indemnification than specifically afforded under Section 1701.13(E) of the OGCL.
The Regulations provide that we must indemnify officers and directors against
expenses (including attorneys' fees, filing fees, court reporters' fees and
transcript costs), judgments, fines and amounts paid in settlement incurred in
connection with any pending, threatened or completed action (whether criminal,
civil, administrative or investigative) by reason of the fact that any such
individual is or was a director, officer, employee, agent or volunteer of
Worthington Ohio or is or was serving at our request as a director, trustee,
officer, employee, member, manager, agent or volunteer of another corporation or
other entity so long as such individual's act or omission was not occasioned by
such individual's intent to cause injury to, or by such individual's reckless
disregard for the best interests of, Worthington Ohio and, with respect to any
criminal matter, such individual had no reasonable cause to believe such
individual's conduct was unlawful. The Regulations forbid us from indemnifying
an officer or director if such person is adjudged to be liable for an act or
omission occasioned by such person's deliberate intent to cause injury to, or by
such person's reckless disregard for the best interests of, Worthington Ohio
unless and only to the extent a court, in view of all the circumstances,
concludes that such person is fairly and reasonably entitled to such indemnity
as the court deems proper. The Regulations recite a presumption (which may only
be rebutted by clear and convincing evidence) that no act or omission by a
director or officer was occasioned by an intent to cause injury to, or by a
reckless disregard for the best interests of, Worthington Ohio, and with respect
to any criminal matter, that no director or officer had reasonable cause to
believe his or her conduct was unlawful.
The Regulations state that the indemnification provided thereby is not
exclusive of any other rights to which any person seeking indemnification may be
entitled. Additionally, the Regulations provide that we may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, agent or volunteer of Worthington Ohio, or who is or was serving
another entity at our request, against any liability asserted against such
person and incurred by such person in such capacity, or arising out of such
person's status as such, whether or not we would have the obligation or power to
indemnify such person under the Regulations. The Regulations also authorize us
to purchase and maintain trust funds, letters of credit or self-insurance on
behalf of any person who is or was a director, officer, employee, agent or
volunteer of Worthington Ohio or who is or has served another entity at our
request.
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<PAGE> 19
Our Board of Directors 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 reason
of their being such directors, officers or employees of Worthington Ohio.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Worthington Ohio pursuant to the foregoing provisions, we have been informed
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ---------------------------------------------------
Under Section 1701.13(E) of the Ohio Revised Code (the "OGCL"),
directors, officers, employees and agents of Ohio corporations have an absolute
right to indemnification for expenses (including attorneys' fees) actually and
reasonably incurred by them to the extent they are successful in defense of any
action, suit or proceeding, including derivative actions, brought against them,
or in defense of any claim, issue or matter asserted in any such proceeding. A
director, officer, employee or agent is entitled to such indemnification if such
person's success is "on the merits or otherwise". Directors (but not officers,
employees or agents) are entitled to mandatory payment of expenses by the
corporation as they are incurred, in advance of the final disposition of the
action, suit or proceeding, provided the directors agree to cooperate with the
corporation concerning the matter and to repay the amount advanced if it is
proved by clear and convincing evidence that the directors' act or failure to
act was done with deliberate intent to cause injury to the corporation or with
reckless disregard for the corporation's best interests.
Section 1701.13(E) of the OGCL permits a corporation to indemnify
directors, officers, employees or agents of the corporation in circumstances
where indemnification is not mandated by the statute if certain statutory
standards are satisfied. A corporation may grant indemnification in actions
other than derivative actions if the indemnitee has acted in good faith and in a
manner the indemnitee reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the indemnitee's conduct was
unlawful. Such indemnification is permitted against expenses (including
attorneys' fees) as well as judgments, fines and amounts paid in settlement
actually and reasonably incurred by the indemnitee.
An Ohio corporation may also provide indemnification in derivative
actions for attorneys' fees and expenses actually and reasonably incurred in
connection with the defense or settlement of an action if the officer, director,
employee or agent acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation.
Ohio law does not expressly authorize indemnification against judgments, fines
and amounts paid in settlement of such actions. The corporation may not
indemnify a director, officer, employee or agent in such actions for attorneys'
fees and expenses if such person is adjudged to be liable to the corporation for
negligence or misconduct in the performance of such person's duties to the
corporation, unless and only to the extent that a court determines that, despite
the adjudication of liability, such person is fairly and reasonably entitled to
indemnity.
Section 1701.13(E) of the OGCL states that the indemnification provided
thereby is not exclusive of any other rights granted to those persons seeking
indemnification under the articles, the regulations, any agreement, a vote of
the shareholders or disinterested directors, or otherwise.
18
<PAGE> 21
The OGCL grants express power to an Ohio corporation to purchase and
maintain insurance or furnish similar protection, including, but not limited to,
trust funds, letters of credit and self-insurance, for director, officer,
employee or agent liability, regardless of whether that individual is otherwise
eligible for indemnification by the corporation.
The Code of Regulations of Worthington Ohio (the "Regulations")
provides for broader indemnification than specifically afforded under Section
1701.13(E) of the OGCL. The Regulations provide that Worthington Ohio must
indemnify officers and directors against expenses (including attorneys' fees,
filing fees, court reporters' fees and transcript costs), judgments, fines and
amounts paid in settlement incurred in connection with any pending, threatened
or completed action (whether criminal, civil, administrative or investigative)
by reason of the fact that any such individual is or was a director, officer,
employee, agent or volunteer of Worthington Ohio or is or was serving at the
request of Worthington Ohio as a director, trustee, officer, employee, member,
manager, agent or volunteer of another corporation or other entity so long as
such individual's act or omission was not occasioned by such individual's intent
to cause injury to, or by such individual's reckless disregard for the best
interests of, Worthington Ohio and, with respect to any criminal matter, such
individual had no reasonable cause to believe such individual's conduct was
unlawful. The Regulations forbid Worthington Ohio from indemnifying an officer
or director if such person is adjudged to be liable for an act or omission
occasioned by such person's deliberate intent to cause injury to, or by such
person's reckless disregard for the best interests of, Worthington Ohio unless
and only to the extent a court, in view of all the circumstances, concludes that
such person is fairly and reasonably entitled to such indemnity as the court
deems proper. The Regulations recite a presumption (which may only be rebutted
by clear and convincing evidence) that no act or omission by a director or
officer was occasioned by an intent to cause injury to, or by a reckless
disregard for the best interests of, Worthington Ohio, and with respect to any
criminal matter, that no director or officer had reasonable cause to believe his
or her conduct was unlawful.
The Regulations state that the indemnification provided thereby is not
exclusive of any other rights to which any person seeking indemnification may be
entitled. Additionally, the Regulations provide that Worthington Ohio may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, agent or volunteer of Worthington Ohio, or who is
or was serving another entity at the request of Worthington Ohio, against any
liability asserted against such person and incurred by such person in such
capacity, or arising out of such person's status as such, whether or not
Worthington Ohio would have the obligation or power to indemnify such person
under the Regulations. The Regulations also authorize Worthington Ohio to
purchase and maintain trust funds, letters of credit or self-insurance on behalf
of any person who is or was a director, officer, employee, agent or volunteer of
Worthington Ohio or who is or has served another entity at the request of
Worthington Ohio.
Our Board of Directors 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 reason
of their being such directors, officers or employees of Worthington Ohio.
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<PAGE> 22
ITEM 16. EXHIBITS.
- ------------------
Exhibits. The following exhibits are filed herewith and made a part
hereof:
2 Agreement of Merger, dated as of August 20, 1998, between
Worthington Industries, Inc., the Delaware corporation and
Worthington Industries, Inc., the Ohio corporation
(incorporated herein by reference to Exhibit 2 of Worthington
Ohio's Quarterly Report on Form 10-Q for the fiscal quarter
ended August 31, 1998 (File No. 0-4016)).
3(a) Amended Articles of Incorporation of Worthington Industries,
Inc. (incorporated herein by reference to Exhibit 3(a) of
Worthington Ohio's Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1998 (File No. 0-4016)).
3(b) Code of Regulations of Worthington Industries, Inc.
(incorporated herein by reference to Exhibit 3(b) of
Worthington Ohio's Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1998 (File No.
0-4016)).
23(a) Consent of Ernst & Young LLP.
24 Power of Attorney
20
<PAGE> 23
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-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Columbus, State of Ohio, on March 24, 1999
WORTHINGTON INDUSTRIES, INC.
By: /S/DALE T. BRINKMAN
----------------------------------
Dale T. Brinkman, Vice President-
Administration and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
* * *
- ---------------------------- --------------------------- -----------------------------
John H. McConnell, Director, John P. McConnell, Director Donal H. Malenick
Chairman Emeritus and Chairman of the Board and Director, President and Chief
Founder Chief Executive Officer Operating Officer
* * *
- ---------------------------- --------------------------- -----------------------------
John T. Baldwin Michael R. Sayre Charles D. Minor
Chief Financial Officer Corporate Controller Director, Secretary
* * *
- ---------------------------- --------------------------- -----------------------------
John B. Blystone, Director Charles R. Carson, Director William S. Dietrich, II,
Director
* * *
- ---------------------------- --------------------------- -----------------------------
John F. Havens, Director Peter A. Karmanos, Jr. Pete A. Klisares, Director
Director
* * *
- ---------------------------- --------------------------- -----------------------------
Robert B. McCurry, Director Gerald B. Mitchell, Director James Petropoulos, Director
*
- ----------------------------
Mary Schiavo, Director
</TABLE>
*By: /s/ Dale T. Brinkman Date: March 24, 1999
----------------------------------
Dale T. Brinkman, Attorney-In-Fact
21
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3) and
related Prospectus of Worthington Industries, Inc. for the registration of
1,000,000 shares of its Common Stock pertaining to the Worthington Industries,
Inc. Dividend Reinvestment and Stock Purchase Plan and to the incorporation by
reference therein of our report dated June 18, 1998, 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, 1998
and our report dated August 27, 1998 with respect to the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/Ernst & Young
Columbus, Ohio
March 22, 1999
22
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Worthington Industries, Inc., an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1934, a Registration Statement (and/or
amendments thereto) on Form S-3, with respect to its Dividend Reinvestment and
Stock Purchase Plan, hereby constitutes and appoints Donal H. Malenick and Dale
T. Brinkman, her true and lawful attorneys-in-fact and agents, with full power
to act without the other, for her and in her 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 she 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 her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 27th
day of February, 1999.
/S/MARY SCHIAVO
-----------------------------------
Mary Schiavo
