<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the transition period from ________ to _________
Commission File Number 33-_______
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Worthington Industries, Inc.
1205 Dearborn Drive
Columbus, OH 43085-4769
Exhibit Index on Page 14
Page 1 of 16
<PAGE> 2
REQUIRED INFORMATION
--------------------
The following financial statements and schedules for the
Worthington Industries, Inc. Deferred Profit Sharing Plan are being filed
herewith:
DESCRIPTION PAGE NO.
----------- --------
Independent Auditor's Report 5
Statements of Net Assets Available for Plan
Benefits as of December 31, 1999 and 1998 6
Statements of Changes in Net Assets Available For Benefits
for the year ended December 31, 1999 7
Notes to Financial Statements, December 31, 1999 8
Schedule of Assets Held for Investment Purposes
-December 31, 1999 13
The following Exhibits are being filed herewith:
Exhibit No. Description Page No.
----------- ----------- --------
1 Consent of Independent
Public Accountants 15
2 Consent of Independent
Public Accountants 16
Page 2
<PAGE> 3
SIGNATURES
----------
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
By: /s/Dale T. Brinkman
--------------------------------------
Date: June 23, 2000 Dale T. Brinkman, Member of the
Administrative Committee which administers
the Worthington Industries Deferred Profit
Sharing Plan
Page 3
<PAGE> 4
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
INDEX TO FINANCIAL STATEMENTS
-----------------------------
DESCRIPTION PAGE NO.
----------- --------
Independent Auditor's Report 5
Statements of Net Assets Available for Plan
Benefits as of December 31, 1999 and 1998 6
Statements of Changes in Net Assets Available
For Benefits for the year ended
December 31, 1999 7
Notes to Financial Statements
December 31, 1999 8
Schedule of Assets Held for Investment Purposes
-December 31, 1999 13
Page 4
<PAGE> 5
Report of Independent Auditors
To the Administrative Committee of
The Worthington Industries, Inc.
Deferred Profit Sharing Plan
We have audited the accompanying statement of net assets available for benefits
of The Worthington Industries, Inc. Deferred Profit Sharing Plan as of December
31, 1999 and the related statement of changes in net assets available for
benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of the Plan for the year ended December 31, 1998, were audited by
other auditors whose report dated May 6, 1999 expressed an unqualified opinion
on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999, and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the 1999
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at December 31, 1999 is presented for
purposes of additional analysis and is not a required part of the financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the 1999 financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the 1999 financial statements taken as a whole.
/s/ Ernst & Young, LLP
May 15, 2000
5
<PAGE> 6
The Worthington Industries, Inc.
Deferred Profit Sharing Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
------------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value:
Investment in Worthington Deferred Profit
Sharing Plan Master Trust (Notes 1 and 3) $ 159,879,940 $ -
US Government Securities - 17,918,960
Common Stock of Worthington Industries, Inc. - 32,749,687
Other common stocks - 60,370,297
Key Trust MaGIC Fund - 10,060,433
Stock Mutual Funds - 45,982,211
The One Group Prime Money Market Fund - 5,120,443
Other investments 187,179 178,621
------------------------------------
Total investments, at fair value 160,067,119 172,380,652
Accrued Investment Income - 350,894
------------------------------------
Total assets 160,067,119 172,731,546
LIABILITIES
Accrued expenses - 33,141
------------------------------------
Net assets available for benefits $ 160,067,119 $ 172,698,405
====================================
See accompanying notes.
</TABLE>
6
<PAGE> 7
The Worthington Industries, Inc.
Deferred Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Additions:
Contributions:
Employee Contributions $ 5,886,761
Employer Contributions 5,016,161
Rollover contributions 441,025
Investment income:
Net realized and unrealized appreciation in fair value
of investments (Note 3) 23,530,564
Interest and dividend income 5,600,456
---------------
40,474,967
Deductions:
Benefits paid to participants 47,568,625
Transfers to other plans 5,452,212
Administrative expense 85,416
---------------
53,106,253
---------------
Net decrease in net assets (12,631,286)
Net assets available for benefits,
Beginning of year 172,698,405
---------------
End of year $ 160,067,119
===============
See accompanying notes.
</TABLE>
7
<PAGE> 8
Worthington Industries, Inc.
Deferred Profit Sharing Plan
Notes to Financial Statements
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
As of October 1, 1999, the Plan entered into a Master Trust arrangement with
Fidelity Investments, NA. Prior to October 1, 1999, assets were held by Bank One
Trust, NA. The Plan is one of three participating in the Worthington Deferred
Profit Sharing Plan Master Trust (the "Master Trust"); the other plans are the
TWB Company Deferred Profit Sharing Plan and the Worthington Steel (Malvern)
Union Retirement Savings Plan.
The accompanying financial statements reflect the Plan's share of the fair value
of the assets of the Master Trust. Under the provisions of the Master Trust
Agreement, investment income earned and gains or losses on investments are
allocated monthly to the participating plans on the basis of unit ownership at
the close of the previous month.
The accompanying financial statements of the Worthington Industries, Inc.
Deferred Profit Sharing Plan (the "Plan") are prepared using the accrual basis
of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Master Trust's investments are stated at fair value as determined by the
trustee based on prices published by securities exchanges; where investments are
not listed on an exchange, quotations are obtained from brokers and dealers in
securities. The Master Trust accounts for the change in the difference between
the fair value and the cost of investments as unrealized appreciation
(depreciation) in the aggregate fair value of investments. Realized appreciation
(depreciation) in the aggregate fair value of investments is the difference
between the proceeds received and the average cost of investments sold. Net
investment income of the Master Trust includes interest and dividends and
realized and unrealized appreciation or depreciation in the fair value of the
Master Trust's investments.
8
<PAGE> 9
Worthington Industries, Inc.
Deferred Profit Sharing Plan
Notes to Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PAYMENT OF BENEFITS
Benefit payments are recorded upon distribution.
ADMINISTRATIVE EXPENSES.
All administrative expenses of the Plan are paid by Worthington Industries, Inc.
(the "Sponsor").
2. DESCRIPTION OF THE PLAN
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Summary Plan Description for
more complete information.
GENERAL
The Plan is a defined contribution plan covering substantially all full-time
employees of the Sponsor and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan was adopted effective
December 1, 1971, amended and restated as of October 1, 1999 by the Sponsor to
provide eligible employees with special incentives for retirement savings.
Employees are eligible for participation upon attaining the age of eighteen and
a specified length of service (one year for voluntary contributions and two
years for Company Profit Sharing), except for those employees whose benefits are
subject to or covered by a collective bargaining agreement or union contract. In
addition, the Plan contains provisions for termination, death and disability
benefits.
PARTICIPANT CONTRIBUTIONS
Participants may contribute from 1% to 15% of their annual compensation into a
choice of investment options. In no event shall the amount contributed for any
plan year exceed the amount allowable in computing the participant's federal
income tax exclusion for that plan year.
9
<PAGE> 10
Worthington Industries, Inc.
Deferred Profit Sharing Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
EMPLOYER CONTRIBUTIONS
The Sponsor makes quarterly contributions of 2-1/2% (or other percentages as
specified by the Plan adoption agreements of certain subsidiaries) of its net
operating income before cash profit sharing, bonuses, contributions to the Plan
and provision for federal income taxes. Additional profit sharing amounts may be
contributed at the option of the Sponsor and are allocated to participants based
on their compensation. Participants direct employee contributions among a choice
of investment options.
VESTING
Participants have full and immediate vesting in all contributions and related
income credited to their accounts.
PAYMENT OF BENEFITS
Withdrawals under the Plan are permitted for termination of employment, hardship
(as defined by the Plan), or the attainment of age 59 1/2. Distributions may
also be made to the participant in the event of physical or mental disability or
to a named beneficiary in the event of the participant's death. Distributions
are made in a lump sum.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Sponsor has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. The
final amounts accumulated in the participant's accounts will be distributed in
accordance with Section 401(k)(10) of the Internal Revenue Code.
10
<PAGE> 11
Worthington Industries, Inc.
Deferred Profit Sharing Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The fair value of investments of the Master Trust are summarized as follows:
DECEMBER 31,
1999
-----------------------
INVESTMENTS, AT FAIR VALUE:
Mutual Funds $127,121,029
Common Stock Fund 34,856,515
-----------------------
$161,977,544
=======================
The Plan's share of the investments held by the Master Trust at December 31,
1999 is 98.7%. Each participating retirement plan has an undivided interest in
the Master Trust. Investment income is allocated to the Plan based upon its pro
rata share in the net assets of the Master Trust.
Investment income for the Master Trust is as follows:
DECEMBER 31,
1999
------------------
Net realized and unrealized appreciation in the fair
value of investments $10,006,496
Interest and dividend income 2,297,651
------------------
$12,304,147
==================
11
<PAGE> 12
Worthington Industries, Inc.
Deferred Profit Sharing Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
During 1999, the Plan's investments (including investments bought, sold, as well
as held during the year) appreciated in fair value as follows:
NET REALIZED AND UNREALIZED
APPRECIATION IN FAIR VALUE
OF INVESTMENTS
-----------------------------
US Government Securities $ 299,366
Common Stock Fund 8,815,431
Mutual and Collective Funds 14,415,767
-----------------------------
$23,530,564
=============================
4. TRANSACTIONS WITH PARTIES IN INTEREST
As of December 31, 1999, the Master Trust held 3,589,754 shares of the Sponsor's
common stock. Cash dividends received from the Sponsor were $1,320,687 for the
year ended December 31, 1999.
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 31, 1996, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code, and, therefore, believes that the Plan is qualified
and the related trust is tax exempt.
12
<PAGE> 13
Worthington Industries, Inc.
Deferred Profit Sharing Plan
EIN 31-1189815 Plan 333
Schedule H, Line 4(i)- Schedule of Assets Held for Investment Purposes
December 31, 1999
UNIT FAIR
UNITS INVESTMENT DESCRIPTION PRICE VALUE
--------------------------------------------------------------------------------
Other investments
-----------------
- Mass Mutual Life Insurance (*) - $ 187,179
---------
Total other investments $ 187,179
=========
(*) Represents investments held outside the Master Trust
13
<PAGE> 14
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
---------------------------------------------------------------------------
1 Consent of Independent 15
Public Accountants
2 Consent of Independent 16
Public Accountants
14
