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EXHIBIT 99
PRESS RELEASE
27
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NEWS RELEASE
[WORTHINGTON INDUSTRIES LETTERHEAD]
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WORTHINGTON FINALIZES PURCHASE AGREEMENT FOR THE TECHS
COLUMBUS, OHIO (OCTOBER 19, 2000) -Worthington Industries, Inc. (NYSE: WOR)
announced today that its wholly owned subsidiary, Worthington Techs, L.P., has
signed a purchase agreement to acquire substantially all of the net assets of
MetalTech, NexTech and GalvTech (collectively "the Techs"), three limited
partnerships located in Pennsylvania, which collectively produce and distribute
approximately one million tons of galvanized steel annually. Closing of the
transaction is expected to occur in November 2000 and is subject to normal
closing conditions, including financing.
Under revised terms, Worthington will acquire the Techs for $260 million, rather
than the previously announced $300 million, in cash. The purchase price may
increase to $320 million, down from the previous $340 million, over three years
based on performance earn-out formulas related to market conditions and capacity
utilization. Following discussions about the acquisition with Standard & Poor's
and Moody's Investors Service the Company believes it will retain its investment
grade credit ratings.
The transaction is expected to be immediately accretive based on pro forma
financial statements filed by Worthington Industries, Inc., in a Form 8-K. Once
the transaction is complete, Worthington's existing galvanizing line in Delta,
Ohio and the Techs will be operated as a unit. Wilson Farmerie, one of the five
original investors of the Techs, will be named President of the galvanizing
company and will report to Worthington Industries President, John Christie.
"We are excited about the combining of our companies," said John P. McConnell,
Worthington's Chairman and CEO. "This acquisition will be an excellent fit -
strategically, financially and culturally. Strategically, we substantially
increase our value-added capabilities and we acquire a strong existing business
base with new markets in one of the few high-growth steel product lines.
Financially, we acquire well managed, respected companies that will immediately
contribute to our earnings. Culturally, we join a team of people who share our
commitment to a motivated workforce."
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Worthington Industries
October 19, 2000
2-2-2
Worthington Industries is a leading diversified metal processing company with
annual sales of approximately $2 billion. The Columbus, Ohio, based Company is
North America's premier value-added steel processor and a leader in manufactured
metal products such as automotive aftermarket stampings, pressure cylinders,
metal framing, metal ceiling grid systems and laser welded blanks. The Company
employs 8,000 people and operates 55 facilities in 11 countries.
Founded in 1955, the Company operates under a long-standing corporate philosophy
rooted in the golden rule, with earning money for its shareholders as the first
corporate goal. This philosophy, an unwavering commitment to the customer, and
one of the strongest employee partnerships in American industry, serve as the
Company's foundation.
SAFE HARBOR STATEMENT
Worthington wishes to take advantage of the Safe Harbor provisions included in
the Private Securities Litigation Reform Act of 1995 ("the Act"). Statements and
assumptions by Worthington relating to pro forma information, including expected
results, for the combined companies, and future operations, growth, production,
capabilities, revenues, earnings and other operating results and other
statements which are not historical information constitute "forward looking
statements" within the meaning of the Act. All forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
from those projected. Factors that could cause actual results to differ
materially include, but are not limited to, the following: unexpected costs or
difficulties related to integrating the businesses of Worthington and the Techs;
lower than expected or delayed cost savings related to the proposed acquisition;
general economic and business conditions; conditions in the major markets of
Worthington and the Techs; conditions in the financial markets; competitive
factors and pricing pressures; product demand and changes in product mix;
changes in pricing or availability of raw material, particularly steel; delays
in construction or equipment supply; legislation or regulatory changes that may
adversely affect the businesses of Worthington and the Techs; and other risks
described from time to time in Worthington's filings with the Securities and
Exchange Commission.
