<PAGE> 1
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
Worthington Industries, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
[WORTHINGTON INDUSTRIES LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
WORTHINGTON INDUSTRIES, INC.:
Notice is hereby given that the 2000 Annual Meeting of Shareholders (the
"Annual Meeting") of Worthington Industries, Inc. (the "Company") will be held
at the Worthington Industries Athletic Center, 905 Dearborn Drive, Columbus,
Ohio on September 28, 2000 at 2:00 p.m., local time. The Annual Meeting is being
held for the following purposes:
1. To elect three directors, each for a term of three years;
2. To adopt an amendment to Section 1.10 of the Company's Code of
Regulations to permit the Company's shareholders to appoint proxies
in any manner permitted under Ohio law;
3. To approve the Worthington Industries, Inc. 2000 Stock Option Plan
for Non-Employee Directors;
4. To ratify the selection of the firm of Ernst & Young LLP as
auditors of the Company for the fiscal year ending May 31, 2001;
and
5. To transact such other business as may properly come before the
Annual Meeting or any adjournment.
Only shareholders of record at the close of business on August 11, 2000
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting
or any adjournment.
PLEASE COMPLETE, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE ANNUAL MEETING.
IT WILL, HOWEVER, HELP ASSURE A QUORUM AND AVOID ADDED PROXY SOLICITATION COSTS.
Very truly yours,
Charles D. Minor, Secretary
August 29, 2000
<PAGE> 3
WORTHINGTON INDUSTRIES, INC.
1205 DEARBORN DRIVE
COLUMBUS, OHIO 43085
(614) 438-3210
------------------------------
PROXY STATEMENT
------------------------------
The enclosed Proxy is being solicited by the Board of Directors of
Worthington Industries, Inc. for use at the Annual Meeting to be held on
September 28, 2000, or any adjournment. This Proxy Statement and the
accompanying form of Proxy are being mailed to shareholders on or about August
29, 2000. Without affecting any vote previously taken, a Proxy may be revoked by
a shareholder at any time before it is voted by delivering to the Company a
later-dated Proxy or by giving notice of revocation to the Company in writing or
in open meeting. The presence at the Annual Meeting of the shareholder
appointing a Proxy does not, in itself, revoke the appointment. All properly
executed Proxies received prior to the Annual Meeting and not revoked will be
voted as directed or, if no specific instructions are given, will be voted (1)
FOR the election as directors of the nominees listed below under the caption
"PROPOSAL 1: ELECTION OF DIRECTORS"; (2) FOR the adoption of an amendment to the
Company's Code of Regulations as described below under the caption "PROPOSAL 2:
ADOPTION OF AMENDMENT TO CODE OF REGULATIONS"; (3) FOR approval of the
Worthington Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors
as described below under the caption "PROPOSAL 3: APPROVAL OF THE WORTHINGTON
INDUSTRIES, INC. 2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS"; and (4) FOR
the ratification of the selection of auditors for the fiscal year ended May 31,
2001, as described below under the caption "PROPOSAL 4: RATIFICATION OF
SELECTION OF INDEPENDENT AUDITORS." No appraisal rights exist for any action
proposed to be taken at the Annual Meeting.
The solicitation of Proxies may be made by mail, personal interview,
telephone, facsimile or telegraph by directors, officers and regular employees
of the Company, none of whom will receive additional compensation for such
solicitation activities. In addition, the Company has retained Morrow & Company,
Inc. to aid in the solicitation of Proxies for a fee of approximately $2,000
plus out-of-pocket expenses. All solicitation costs will be borne by the
Company.
As used herein, the term "Company" means Worthington Industries, Inc. or,
where appropriate, Worthington Industries, Inc. and its subsidiaries. The term
"Common Shares" means the Company's Common Shares, without par value.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING RIGHTS
At the Record Date, the total number of outstanding Common Shares entitled
to vote at the Annual Meeting is 85,754,525 shares. Only shareholders of record
at the close of business on the Record Date are entitled to notice of and to
vote at the Annual Meeting or any adjournment. Each shareholder is entitled to
one vote for each Common Share held. There are no cumulative voting rights in
the election of directors.
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At the Annual Meeting, the results of shareholder voting will be tabulated
by the inspector of elections appointed for the Annual Meeting. Common Shares
represented by properly executed Proxies returned to the Company prior to the
Annual Meeting will be counted toward the quorum in all matters even though they
are marked as "Abstain," "Against" or "Withhold Authority" on one or more or all
matters or are not marked at all. Broker/dealers, who hold Common Shares in
street name, may, under the applicable rules of the exchange and other
self-regulatory organizations of which the broker/dealers are members, sign and
submit Proxies for such Common Shares and may vote such Common Shares on some
matters, but broker/dealers may not vote such Common Shares on other matters
without specific instructions from the customer who owns such Common Shares.
Proxies signed and submitted by broker/dealers which have not been voted on
certain matters as described in the previous sentence are referred to as broker
non-votes. Such Proxies count toward the establishment of a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Common Shares represent the Company's only outstanding class of voting
securities. The following table furnishes, as of July 31, 2000, certain
information regarding the beneficial ownership of the Company's Common Shares by
(i) each person known to management to beneficially own more than 5% of the
Common Shares, (ii) each director, director nominee and named executive officer
listed in the Summary Compensation Table, and (iii) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
------------------------ ------------------------ ----------------
<S> <C> <C>
John H. McConnell (2)........................ 16,120,799 18.79%
1205 Dearborn Drive
Columbus, Ohio 43085
John T. Baldwin (3).......................... 52,733 *
John B. Blystone............................. 5,000 *
Charles R. Carson............................ 3,375 *
John S. Christie (4)......................... 60,468 *
William S. Dietrich.......................... 34,000 *
Michael J. Endres............................ 37,100 *
Edward A. Ferkany (5)........................ 89,749 *
John F. Havens............................... 2,250 *
Peter Karmanos, Jr........................... 20,000 *
John P. McConnell (6)........................ 1,304,846 1.5%
Robert B. McCurry (7)........................ 50,455 *
Charles D. Minor (8)......................... 143,123 *
Gerald B. Mitchell........................... 2,584 *
Sidney A. Ribeau............................. 0 0
Ralph V. Roberts (9)......................... 61,700 *
Mary Fackler Schiavo......................... 4,048 *
All Directors and Executive.................. 18,096,290 21.0%
Officers as a Group (20 People)
</TABLE>
* less than 1%
---------------
(1) Each shareholder named in this table has sole voting and investment power
over the listed Common Shares, or shares such power with his or her spouse.
(2) Includes 13,402,982 Common Shares which are held of record by JDEL, Inc.
("JDEL"), a Delaware corporation, which is a wholly-owned subsidiary of
JMAC, Inc. ("JMAC"), a
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<PAGE> 5
private investment company. Mr. McConnell is the President of JDEL, and the
directors of JDEL have given Mr. McConnell sole voting and investment power
with respect to the Common Shares of the Company held by JDEL. JMAC is
substantially owned, directly or indirectly, by John H. McConnell and a
family partnership of John H. McConnell, John P. McConnell and their
families. Also included are 50,000 Common Shares subject to currently
exercisable options and 506,250 Common Shares held by John H. McConnell's
wife, as to which 506,250 Common Shares beneficial ownership is disclaimed.
The table does not include 2,428,312 Common Shares (2.8% of Common Shares
outstanding) held by an independent trustee, in trust for the benefit of Mr.
McConnell's wife, his adult daughter and his son, John P. McConnell, over
which Common Shares the trustee has investment and voting power, subject to
the approval of Mrs. McConnell. Beneficial ownership of these 2,428,312
Common Shares is disclaimed.
(3) Includes 29,200 Common Shares subject to currently exercisable options or
options exercisable within 60 days from July 31, 2000.
(4) Includes 30,000 Common Shares subject to currently exercisable options or
options exercisable within 60 days from July 31, 2000.
(5) Includes 49,600 Common Shares subject to currently exercisable options or
options exercisable within 60 days from July 31, 2000.
(6) Included are 29,879 Common Shares held by John P. McConnell as custodian for
his minor children and 146,600 Common Shares subject to currently
exercisable options or options exercisable within 60 days from July 31,
2000. Also includes 118,000 Common Shares held by The McConnell Family Trust
of which Mr. McConnell is co-trustee and shares voting and investment power.
Also included are 147,928 Common Shares held in The McConnell Educational
Foundation, which benefits third parties, of which John P. McConnell is a
co-trustee and shares voting and investment power. Beneficial ownership of
these 147,928 Common Shares is disclaimed.
(7) These 50,455 Common Shares are held by Mr. McCurry and his wife as trustees
of a family trust.
(8) Includes 44,000 Common Shares held by Mr. Minor's wife. Beneficial ownership
of these Common Shares is disclaimed.
(9) Includes 33,600 Common Shares subject to currently exercisable options or
options exercisable within 60 days from July 31, 2000.
PROPOSAL 1: ELECTION OF DIRECTORS
The number of directors on the Company's Board of Directors is currently
fixed at 13. At a meeting held on July 21, 2000, pursuant to Section 2.02(A) of
the Company's Code of Regulations, the Board of Directors, by unanimous vote,
reduced the number of directors to 11, with both seats being taken from the
class of directors to be elected at the Annual Meeting. As a result, only three
directors will be elected at the Annual Meeting and Proxies may not be voted for
a greater number of persons than the number of nominees named.
The Board of Directors has designated Mr. John B. Blystone, Mr. William S.
Dietrich and Mr. Sidney A. Ribeau as nominees for election as directors of the
Company for terms expiring in 2003. Mr. Blystone and Mr. Dietrich are currently
serving as directors of the Company for terms that expire at the Annual Meeting
and each has served continuously as a director since 1997 and 1996,
respectively.
THE COMMON SHARES REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED, UNLESS
THE SHAREHOLDER EXECUTING THE PROXY OTHERWISE INSTRUCTS, FOR EACH OF THE
NOMINEES.
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<PAGE> 6
Under Ohio law and the Company's Code of Regulations, the three nominees
receiving the greatest number of votes will be elected as directors. Common
Shares as to which the authority to vote is withheld will be counted for quorum
purposes but will not be counted toward the election of directors, or toward the
election of the individual nominees specified on the form of Proxy. In the event
a nominee who would otherwise receive the required number of votes is unable to
serve, the persons designated as Proxy holders reserve full discretion to vote
the Common Shares represented by the Proxies they hold for the election of the
remaining nominees and for the election of any substitute nominee designated by
the Board of Directors. The Board of Directors has no reason to believe that any
of the nominees will be unable to serve if elected.
The following table sets forth, as of July 31, 2000, the name, age and
certain biographical information for each of the Company's continuing directors
and each of the persons nominated by the Board of Directors for election to the
Board of Directors:
<TABLE>
<CAPTION>
NAME AGE POSITION AND OTHER BUSINESS EXPERIENCE
---- --- --------------------------------------
<S> <C> <C>
NOMINEES
John B. Blystone 47 Director continuously since 1997, Chairman of the
Compensation and Stock Option Committee and member of the
Nominating Committee. Mr. Blystone has served as Chairman,
President and Chief Executive Officer of SPX Corporation,
a global provider of industrial products and services,
technical products and systems, service solutions and
vehicle components, since December 1995. Prior to that
time, he served as President and Chief Executive Officer
of Nuovo Pignone and The Europe Power Pole Plus of GE
Power Systems in Florence, Italy, a division of General
Electric, from 1994 through December 1995. Mr. Blystone is
also a director of SPX Corporation.
William S. Dietrich 62 Director continuously since 1996. Mr. Dietrich has served
as Chairman of the Board of Dietrich Industries, Inc., a
subsidiary of the Company, for more than five years. Mr.
Dietrich is also a director of Carpenter Technologies
Corporation and Mallard Fund.
Sidney A. Ribeau 52 Director Nominee. Mr. Ribeau has served as President of
Bowling Green State University for more than five years.
Mr. Ribeau is also a director of The Andersons, Inc.
CONTINUING DIRECTORS THROUGH 2001
John P. McConnell 46 Chairman of the Board of Directors continuously since
1996, Director continuously since 1990 and member of the
Executive, Finance and Nominating Committees. Mr.
McConnell has served as Chief Executive Officer since June
1993 and as Chairman of the Board since September 1996.
Mr. McConnell is also a director of Alltel Corporation.
John P. McConnell is John H. McConnell's son.
Robert B. McCurry 77 Director continuously since 1972, Chairman of the
Nominating Committee and member of the Compensation and
Stock Option Committee. Mr. McCurry has been retired from
the position of Senior Advisor to President, for Toyota
Motor Sales, USA, Inc., a distributor of transportation
vehicles, for more than five years.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE POSITION AND OTHER BUSINESS EXPERIENCE
---- --- --------------------------------------
<S> <C> <C>
Gerald B. Mitchell 72 Director continuously since 1986 and member of the
Executive, Finance and Compensation and Stock Option
Committees. Mr. Mitchell has been retired from the
position of Chairman and Chief Executive Officer of Dana
Corporation, a supplier of vehicular and industrial parts,
for more than five years. Mr. Mitchell is also a director
of West Point Stevens, Inc.
Mary Fackler Schiavo 44 Director continuously since 1998 and member of the Audit
and Nominating Committees. Ms. Schiavo has served as a
Professor at The Ohio State University, College of
Engineering, since 1997. Prior to that time, she served as
Inspector General for the U. S. Department of
Transportation for seven years and as a consultant and on-
air commentator for ABC News in 1996.
CONTINUING DIRECTORS THROUGH 2002
John S. Christie 50 Director continuously since 1999 and member of the
Executive Committee. Mr. Christie has served as President
and Chief Operating Officer of the Company since June
1999. Prior to that time, Mr. Christie served as President
of JMAC, Inc., a private investment company, from 1995
through 1999. Mr. Christie is also a director of Neoprobe
Corporation.
Michael J. Endres 52 Director continuously since 1999 and member of the
Compensation and Stock Option and Finance Committees. Mr.
Endres is the owner of Stonehenge Investors, Inc., a
private equity investment firm, which he founded in August
1999. Prior to that time, he served as Chairman of Banc
One Capital Partners, a financing entity, and as Vice
Chairman of BancOne Capital Corporation, an investment
brokerage firm, for more than five years until August
1999.
Peter Karmanos, Jr. 57 Director since 1997, and member of the Audit Committee.
Mr. Karmanos has held the position of Chairman of the
Board, Chief Executive Officer and Co-Founder of Compuware
Corporation, a software development company, for more than
five years.
John H. McConnell 77 Chairman Emeritus of the Board of Directors continuously
since 1996, Chairman of the Board of Directors from 1955
through 1996 and current Chairman of the Executive
Committee. Mr. McConnell founded the Company in 1955 and
served as its Chairman of the Board and Chief Executive
Officer until May 1993. Mr. McConnell retired from the
position of Chief Executive Officer in May 1993 and
Chairman of the Board in September 1996, when he assumed
the role of Chairman Emeritus and Founder. John H.
McConnell is John P. McConnell's father.
</TABLE>
The Board of Directors of the Company held four meetings during the fiscal
year ended May 31, 2000 ("Fiscal 2000"). With the exception of Mr. Karmanos,
each incumbent director attended at least 75% of the aggregate of (i) the total
number of meetings of the directors and
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(ii) the total number of meetings held by all committees of the directors on
which such director served, in each case during the period such director served.
COMPENSATION OF DIRECTORS
Non-management directors are paid $6,000 per quarter plus $1,500 for each
board meeting attended and $1,000 ($1,500 for committee chairmen) for each
meeting of a committee of the directors attended.
Effective June 1, 2000, the Board of Directors amended and restated the
Worthington Industries, Inc. Deferred Compensation Plan for Directors (the
"Director Deferred Plan"), pursuant to which, in general, the directors may
elect to defer the payment of all or a portion of their directors' fees until a
specified date or until they are no longer associated with the Company.
Participants in the Director Deferred Plan may elect to have their deferred fees
invested at a rate reflecting either the increase or decrease in the fair market
value per share of the Company's Common Shares with dividend reinvestment or a
fixed rate determined by the Director Deferred Plan Administrator. Prior to
being amended, the Director Deferred Plan provided that amounts deferred would
accrue interest at a rate equal to the percentage increase in the book value per
Common Share.
In May 2000, the Board of Directors adopted the Worthington Industries,
Inc. 2000 Stock Option Plan for Non-Employee Directors and recommended that the
same be submitted to the shareholders for approval. If this plan is approved by
the shareholders, each non-employee director (including both continuing and
newly elected non-employee directors) shall receive an initial option grant to
purchase 4,000 Common Shares at an exercise price equal to the fair market value
of the Common Shares on the date of grant. In general, the options will vest one
year from the date of grant and will have a 10-year term. For a more detailed
description of this plan see "PROPOSAL 3: APPROVAL OF THE WORTHINGTON
INDUSTRIES, INC. 2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS."
COMMITTEES OF DIRECTORS
The Board of Directors of the Company has a standing Audit Committee, whose
members are Mr. Charles R. Carson and Mr. Charles D. Minor, neither of whom will
be standing for re-election to the Board of Directors, Mr. Karmanos and Ms.
Schiavo. The Committee met four times during Fiscal 2000. Its function is to
review the adequacy of the Company's system of internal controls, to investigate
the scope and adequacy of the work of the Company's auditors, and to recommend
to the directors a firm of accountants to serve as the Company's auditors.
The Board of Directors of the Company also has a standing Compensation and
Stock Option Committee whose members are Messrs. Blystone, Carson, Endres,
McCurry and Mitchell. The Committee met three times during Fiscal 2000. Its
functions are to set and review all base and bonus compensation for officers of
the Company and to administer the Company's stock option and long-term incentive
plans.
The Board of Directors of the Company has a standing Nominating Committee,
whose members are Messrs. Blystone, McCurry and John P. McConnell and Ms.
Schiavo. The Committee met one time during Fiscal 2000. Its function is to
recommend to the directors persons to be nominated for election as directors.
The Committee will consider nominees recommended by shareholders, provided that
such nominations are submitted in writing to John P. McConnell, 1205 Dearborn
Drive, Columbus, Ohio 43085, not later than the May 31 preceding the annual
meeting. Each such submission must include a statement of the qualifications of
the nominee, a consent signed by the nominee evidencing a willingness to serve
as a director if elected, and a commitment by the nominee to meet personally
with the Nominating Committee.
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<PAGE> 9
In accordance with the Company's Code of Regulations, any shareholder
wishing to make a nomination of a director otherwise than through the Nominating
Committee must give notice to the Secretary of the Company not less than 14 nor
more than 50 days prior to the meeting at which directors will be elected,
unless shareholders are given less than 21 days' notice of the meeting, in which
case shareholder nominations would be permissible up to 7 days after the notice
of the meeting has been mailed. The notice of nomination must include the
nominee's name, address and principal occupation, the number of Common Shares
beneficially owned by the nominee and the nominating shareholder, the name and
address of the nominating shareholder, as it appears on the Company's books, a
written consent of the proposed nominee to serve if elected, and any other
information concerning the nominee required to be disclosed under the laws and
regulations governing proxy solicitations.
PROPOSAL 2: ADOPTION OF AMENDMENT TO CODE OF REGULATIONS
At a meeting held on July 21, 2000, the Board of Directors approved, and
recommended that the shareholders of the Company adopt, an amendment to Section
1.10 of the Company's Code of Regulations (the "Code of Regulations"). The
amendment modifies the Code of Regulations to more closely parallel the proxy
provisions of the Ohio General Corporation Law (the "OGCL").
Section 1.10 of the Company's Code of Regulations presently permits a
shareholder to vote by proxy, if the proxy appointment is in writing and signed
by the shareholder. Effective September 13, 1999, the OGCL was amended to expand
the methods a shareholder can use to appoint a proxy. The OGCL now permits a
shareholder to appoint a proxy by any verifiable communication authorized by the
person appointing the proxy. Any transmission that creates a record capable of
authentication that appears to have been transmitted by the person appointing a
proxy is permitted, and would include electronic mail and telephone, as well as
traditional written proxies. The Company's Code of Regulations currently does
not provide for a shareholder to appoint a proxy by electronic mail, telephone
or other electronic media. The amendment to Section 1.10 would expressly
authorize the shareholders to utilize the more modern forms of proxy appointment
now permitted by the OGCL.
The text of Section 1.10 would read as follows:
Section 1.10. Proxies. At meetings of the shareholders, any
shareholder of record entitled to vote thereat may be represented and may
vote by proxy or proxies appointed by an instrument in writing signed by
such shareholder or appointed in any other manner permitted by Ohio law.
Any such instrument in writing or record of any such appointment shall be
filed with or received by the secretary of the meeting before the person
holding such proxy shall be allowed to vote thereunder. No appointment of a
proxy is valid after the expiration of eleven months after it is made
unless the writing or other communication which appoints such proxy
specifies the date on which it is to expire or the length of time it is to
continue in force.
Shareholder approval of the proposed amendment is being sought because the
OGCL and the Company's Code of Regulations require the adoption by the
shareholders of any amendment to the Code of Regulations. If adopted by the
shareholders, the proposed amendment to the Code of Regulations will become
effective immediately without any additional action by the Company.
RECOMMENDATION AND VOTE
The affirmative vote of the holders of Common Shares entitling them to
exercise not less than a majority of the voting power of the Company is required
to adopt the amendment to the Code of Regulations. Abstentions and broker
non-votes are counted as present for purposes of determining whether a quorum is
present. The effect of an abstention or broker non-vote is the same as a "no"
vote. PLEASE NOTE, IF THE SHAREHOLDERS VOTE TO APPROVE THE AMENDMENT
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<PAGE> 10
TO SECTION 1.10 OF THE COMPANY'S CODE OF REGULATIONS, IT WILL BECOME EFFECTIVE
FOR MEETINGS HELD AFTER THE COMPANY'S 2000 ANNUAL MEETING OF SHAREHOLDERS. IN
ORDER FOR YOUR COMMON SHARES TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
AMENDMENT TO SECTION 1.10 OF THE COMPANY'S CODE OF REGUALTIONS.
PROPOSAL 3: APPROVAL OF THE WORTHINGTON INDUSTRIES, INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
At its May 20, 2000 quarterly meeting, the Board of Directors of the
Company adopted, subject to shareholder approval, the Worthington Industries,
Inc. 2000 Stock Option Plan for Non-Employee Directors (the "Directors' Option
Plan"). The stated purpose of the Directors' Option Plan is to promote the
interests of Worthington Industries, Inc. and its shareholders by increasing the
proprietary interest of non-employee directors in the growth and performance of
the Company by granting such directors non-qualified stock options to purchase
Common Shares of the Company and encouraging the non-employee directors to
remain as directors of the Company and put forth maximum efforts for the success
of the Company. A complete copy of the Directors' Option Plan is attached as
Appendix I to this Proxy Statement.
If approved by the shareholders, the Directors' Option Plan will become
effective on the date of the Annual Meeting (the "Effective Date") and terminate
on the day following the tenth annual meeting of the Company's shareholders at
which directors are elected following the Effective Date, unless terminated
earlier by exhaustion of the Common Shares available for issuance thereunder.
If the Directors' Option Plan is not approved by the shareholders, it will
terminate without any options having been granted. No options have been granted
under the Directors' Option Plan as of the date of this Proxy Statement.
ELIGIBILITY
The only individuals eligible to be granted non-qualified stock options
under the Directors' Option Plan ("Director Options") are those members of the
Board of Directors who are not employees of the Company or any of its
subsidiaries or affiliates (the "Eligible Directors"). A director ceases to be
an Eligible Director upon death, total disability, retirement or any other
termination of service as a director, whether or not for cause. If the nominees
for election to the Board of Directors named in "PROPOSAL 1: ELECTION OF
DIRECTORS" are elected at the Annual Meeting, then, as of the Effective Date,
there will be seven directors eligible to receive grants of Director Options
under the terms of the Directors' Option Plan.
SECURITIES UNDERLYING OPTION GRANTS
The Company's Common Shares are the only securities underlying the Director
Options. Subject to certain adjustments to reflect changes in the Company's
capitalization or corporate structure, an aggregate of 250,000 Common Shares
will be available for issuance pursuant to the Directors' Option Plan. The
Common Shares issuable upon exercise of the Director Options may be issued
Common Shares that have been reacquired by the Company or authorized but
unissued Common Shares. If any Director Option granted under the Plan terminates
for any reason without being exercised in full, the Common Shares subject to,
but not delivered under, such Director Option will be available for future
grants under the Directors' Option Plan.
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<PAGE> 11
DIRECTOR OPTION GRANTS
Initial and Subsequent Grants. During the term of the Director Option Plan,
each Eligible Director will automatically be granted Director Options evidenced
by option agreements, as follows. On the date an Eligible Director is first
elected or appointed to the Board of Directors (or in the case of currently and
continuing Eligible Directors, on the Effective Date), he or she will be granted
a Director Option to purchase 4,000 Common Shares. After the initial grant, each
Eligible Director will be granted a Director Option to purchase 2,000 Common
Shares on the date of each subsequent annual meeting of shareholders. Eligible
Directors appointed mid-year will receive the annual grant for that year only if
they have served for more than six months prior to the date of the annual
meeting of shareholders.
Exercise Price. All Director Options will have an exercise price equal to
the fair market value of the Common Shares on the date of grant. The fair market
value of the Common Shares on any relevant date will be the last reported sales
price of a Common Share as shown on the New York Stock Exchange or, if there are
no reported sales on that date, then the last reported sales price on the next
preceding day on which such a sale was transacted. On August 11, 2000, the last
reported sales price was $11.6875. Director Options may be exercised only upon
payment of the exercise price in full by delivering cash, by tendering
already-owned Common Shares acceptable to the Board of Directors or through a
"cashless exercise" program.
Vesting. Each Director Option will vest on the first to occur of the first
anniversary of the grant date or, as to any Director Option granted, as of the
date of an annual meeting of shareholders of the Company, the date on which the
next annual meeting of shareholders is held following the grant date. Vesting
will accelerate upon death, total disability, change in control, or retirement,
as such terms are specifically defined in the Directors' Option Plan. The Board
can accelerate vesting in its discretion when an Eligible Director leaves the
Board for any reason other than removal in accordance with the Company's Amended
Articles of Incorporation and the OGCL.
Term of Director Option. Each Director Option will have a term of ten
years, which term will be shortened to the period indicated upon termination of
service for the following reasons: (i) death -- three years after death; (ii)
retirement -- three years after date of retirement as long as the retiring
director has attained age 65 or served at least 9 years as a member of the
Board; (iii) total disability -- three years after termination of service; (iv)
for cause -- immediate termination of Director Options; and (v) any other
termination of service -- one year after termination.
ADMINISTRATION
The Directors' Option Plan will be administered by the Board of Directors.
The Board will interpret the Directors' Option Plan and make all determinations
necessary for the administration of the Plan. the Board will, however, have no
discretion to determine who will be eligible for the grant of Director Options,
to set the number of Common Shares subject to any Director Option, to set the
exercise price of any Director Option or to determine the timing of grants of
Directors Options.
SEC AND NYSE REGISTRATION
If the Directors' Option Plan is approved by the shareholders at the Annual
Meeting, the Common Shares issuable under the Directors' Option Plan will be
registered with the Securities and Exchange Commission and listed with the New
York Stock Exchange.
9
<PAGE> 12
PERMISSIBLE TRANSFEREES
Director Options will be transferable, with the permission of the Board, to
a limited class of "Permissible Transferees" for estate planning purposes.
Permissible Transferees include revocable inter vivos family trusts of which an
Eligible Director is the settlor and members of the Eligible Director's
immediate family. The Board can set tighter transfer guidelines at its
discretion.
ADJUSTMENTS
Generally, the number of Common Shares subject to outstanding Director
Options and which may become subject to future Director Options and the number
of Common Shares authorized under the Directors' Option Plan would be adjusted
to avoid dilution of benefits if (i) the Common Shares are changed into or
exchanged for other securities or other property of the Company or of another
corporation or for cash, whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares or
otherwise, or (ii) if the number of Common Shares of the Company is increased
through the payment of a share dividend. The grant of Director Options will in
no way affect the right of the Company to change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell all or any
portion of its assets.
AMENDMENTS
The Board will be permitted to amend, alter, suspend, discontinue or
terminate the Directors' Option Plan without shareholder approval unless such
approval is necessary to comply with any tax or regulatory authority such as the
Internal Revenue Service, the NYSE or the SEC.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the principal federal income tax
consequences to the Company and Eligible Directors based on federal income tax
laws currently in effect.
An Eligible Director receiving a Director Option does not recognize taxable
income on the date of grant of the Director Option, provided the Director Option
does not have a readily ascertainable fair market value at the time it is
granted. In general, the Eligible Director must recognize ordinary income at the
time of exercise of the Director Option in the amount of the difference between
the fair market value of the Common Shares on the date of exercise and the
exercise price. The amount of ordinary income recognized by an Eligible Director
will be deductible by the Company in the year that the Eligible Director
recognizes the income, provided that the applicable tax withholding requirements
are satisfied.
If the sale of the underlying Common Shares could subject an Eligible
Director to liability under Section 16(b) of the Securities Exchange Act of
1934, the Eligible Director generally will recognize ordinary income only on the
date that the Eligible Director is no longer subject to such liability in an
amount equal to the fair market value of the Common Shares on such date less the
exercise price. Nevertheless, the Eligible Director may elect under Section
83(b) of the Internal Revenue Code of 1986, within 30 days of the date of
exercise, to recognize ordinary income as of the date of exercise, without
regard to the restriction of Section 16(b).
Common Shares acquired upon exercise of a Director Option will have a tax
basis equal to their fair market value on the exercise date or other relevant
date on which ordinary income is recognized, and the holding period for the
Common Shares generally will begin on the date of exercise or such other
relevant date. Upon subsequent disposition of the Common Shares, the Eligible
Director will recognize long-term capital gain or loss if the Eligible Director
has held the Common Shares for at least one year, or short-term capital gain or
loss if the Eligible Director has
10
<PAGE> 13
held the Common Shares for one year or less. Any such disposition will not
result in additional tax consequences to the Company.
If an Eligible Director pays the exercise price, in whole or in part, by
tendering already-owned Common Shares, the Eligible Director will recognize
ordinary income in the amount by which the fair market value of the Common
Shares received exceeds the exercise price. The Eligible Director will not
recognize gain or loss upon tendering the already-owned Common Shares to the
Company. Common Shares received by an Eligible Director, equal in number to the
already-owned Common Shares exchanged therefor, will have the same basis and
holding period as the already-owned Common Shares tendered. Common Shares
received by an Eligible Director in excess of the number of already-owned Common
Shares tendered will have a basis equal to the fair market value of such
additional Common Shares as of the date ordinary income is recognized. The
holding period for such additional Common Shares will commence as of the date of
exercise or other date as of which ordinary income is recognized.
RECOMMENDATION AND VOTE
The affirmative vote of the holders of a majority of the votes entitled to
be cast by the holders of all then outstanding Common Shares, present in person
or by proxy (provided that the total vote cast on the proposal represents over
50% of the Common Shares) is required to approve the Directors' Option Plan. For
purposes of counting votes on this proposal, abstentions will be counted as
shares voted and, broker non-votes and other shares not voted will not be
counted as shares voted on the proposal, and the number of shares of which a
majority is required will be reduced by the number of shares not voted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE WORTHINGTON
INDUSTRIES, INC. 2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
11
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND OTHER COMPENSATION
The following table shows, for the fiscal years ended May 31, 2000, 1999,
and 1998, the cash compensation and other benefits paid or provided by the
Company to its Chief Executive Officer ("CEO") and its four other most highly
compensated executive officers (collectively, the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION ------------
YEAR --------------------------------------- SECURITIES
NAME AND PRINCIPAL ENDED OTHER ANNUAL UNDERLYING ALL OTHER
POSITION IN FISCAL 2000 MAY 31 SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
----------------------- ------ --------- --------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John P. McConnell 2000 400,000 564,000 -- 133,000 59,406(1)
Chairman & CEO 1999 400,000 526,750 -- 120,000 8,866
1998 400,000 494,550 -- 60,000 8,491
John S. Christie 2000 225,000 403,000 -- 190,000 3072(2)
President & Chief 1999 -- -- -- -- --
Operating Officer 1998 -- -- -- -- --
Edward A. Ferkany 2000 175,000 299,200 -- 38,000 154,982(3)
Executive Vice President 1999 175,000 287,400 -- 50,000 82,819
1998 175,000 267,100 -- 10,000 92,874
John T. Baldwin 2000 130,000 238,500 -- 34,000 7,870(4)
Vice President & Chief 1999 108,333 215,000 -- 100,000 269
Financial Officer 1998 67,844 145,000 23,986 10,000 174
Ralph V. Roberts 2000 150,000 308,000 -- 38,000 46,561(5)
President, The Worthington 1999 147,500 310,000 -- 100,000 7,978
Steel Company 1998 118,333 260,933 -- 10,000 7,502
</TABLE>
---------------
(1) Includes $6,534 attributable to Fiscal 2000 Company contributions under the
Worthington Industries, Inc. Deferred Profit Sharing Plan, effective
December 1, 1971, and most recently amended and restated effective January
1, 2000 (the "DPSP"), $51,000 attributable to Fiscal 2000 Company
contribution accruals under the Worthington Industries, Inc. Non-Qualified
Deferred Compensation Plan (the "2000 Executive Deferred Plan"), and $1,872
for term life insurance premiums.
(2) Includes $2,327 attributable to Fiscal 2000 Company contribution accruals
under the 2000 Executive Deferred Plan and $745 for term life insurance
premiums.
(3) Includes $6,542 attributable to Fiscal 2000 Company contributions under the
DPSP, $51,000 attributable to Fiscal 2000 Company contributions under the
2000 Executive Deferred Plan, $94,010 in interest accrued in Fiscal 2000 on
amounts allocated under the Worthington Industries, Inc. Executive Deferred
Compensation Plan, effective March 1, 1983, and most recently amended and
restated effective June 1, 2000 (the "1983 Executive Deferred Plan") and
$3,430 for term life insurance premiums.
(4) Includes $2,790 attributable to Fiscal 2000 Company contributions under the
DPSP, $4,714 attributable to Fiscal 2000 Company contribution accruals under
the 2000 Executive Deferred Plan and $366 for term life insurance premiums.
(5) Includes $6,542 of allocations attributable to Fiscal 2000 Company
contributions under the DPSP, $38,762 attributable to Fiscal 2000 Company
contribution accruals under the 2000 Executive Deferred Plan, and $1,257 for
term life insurance premiums.
1983 EXECUTIVE DEFERRED PLAN
Effective June 1, 2000, the Board of Directors amended and restated the
1983 Executive Deferred Plan (as defined in footnote (3) above), pursuant to
which, in general, certain executive officers may elect to defer the payment of
all or a portion of their bonuses until a specified date or until they are no
longer associated with the Company. Participants in the 1983 Executive Deferred
Plan may elect to have their deferred bonuses invested at a rate reflecting
either the increase or decrease in the fair market value per share of the
Company's Common Shares with
12
<PAGE> 15
dividend reinvestment or a fixed rate determined by the Administrator of the
1983 Executive Deferred Plan. Prior to being amended, the 1983 Executive
Deferred Plan provided that amounts deferred would accrue interest at a rate
equal to the percentage increase in the book value per Common Share.
2000 EXECUTIVE DEFERRED PLAN
Concurrently with the amendment to the 1983 Executive Deferred Plan, the
Company adopted the 2000 Executive Deferred Plan (as defined in footnote (1)
above). The 2000 Executive Deferred Plan became effective for the fiscal quarter
ended May 31, 2000 and is designed to offer benefits similar to those offered by
the 1983 Executive Deferred Plan to those Named Executives not participating in
the 1983 Executive Deferred Plan and certain executives other than the Named
Executives. Executives who choose to participate in the 2000 Executive Deferred
Plan may elect to defer the payment of up to 50% of their quarterly bonus until
a specified date or until they are no longer associated with the Company.
Participants in the 2000 Executive Deferred Plan may elect to have their
deferred bonuses invested at a rate reflecting either the increase or decrease
in the fair market value per share of the Company's Common Shares with dividend
reinvestment or at a fixed rate determined by the 2000 Executive Deferred Plan
Administrator. In addition, the Company has the option under the 2000 Executive
Deferred Plan to make contributions to the accounts of certain participants.
DEFERRED PROFIT SHARING PLAN
The Named Executives also participate in the DPSP (as defined in footnote
(1) above), together with substantially all of the other regular full-time
employees of the Company, except those represented by labor unions.
Contributions made by the Company are based on profits and are allocated
quarterly to employee accounts based upon total compensation and length of
service. Distributions under the DPSP are generally deferred until retirement,
death or total and permanent disability. In addition to the contributions made
by the Company, the Named Executive Officers and other participants in the DPSP
may elect to make additional voluntary contributions from their salary or bonus.
13
<PAGE> 16
OPTION GRANTS
The following table summarizes information concerning individual grants of
options made to the Named Executives during Fiscal 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
OF TOTAL ANNUAL RATES OF STOCK
COMMON SHARES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM (2)
OPTIONS EMPLOYEES PRICE EXPIRATION ---------------------
NAME GRANTED (#) (1) IN FY ($/SH) DATE 5% ($) 10% ($)
---- --------------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. P. McConnell........ 63,000 6.3 15.00 8/25/09 594,305 1,506,087
70,000 7.0 12.00 5/19/10 528,271 1,338,744
J. S. Christie......... 110,000 10.9 12.781 6/01/09 884,169 2,240,658
40,000 4.0 15.00 8/25/09 377,337 956,248
40,000 4.0 12.00 5/19/10 301,869 764,996
E. A. Ferkany.......... 18,000 1.8 15.00 8/25/09 169,802 430,310
20,000 2.0 12.00 5/19/10 150,935 382,498
J. T. Baldwin.......... 16,000 1.6 15.00 8/25/09 150,935 382,498
18,000 1.8 12.00 5/19/10 135,841 344,248
R. V. Roberts.......... 18,000 1.8 15.00 8/25/09 169,802 430,310
20,000 2.0 12.00 5/19/10 150,935 382,498
</TABLE>
---------------
(1) All reported options were granted under the Worthington Industries, Inc.
1997 Long-Term Incentive Plan at the fair market value of the Common Shares
on the date of grant. The options become exercisable in 20% per year
increments on each anniversary of their effective date. In the event of a
change in control of the Company (as defined in the plan), unless the Board
of Directors explicitly provides otherwise, all stock options which have
been outstanding at least six months before the date of such change in
control become fully exercisable.
(2) The dollar amounts reflected in this table are the result of calculations at
the 5% and 10% annual appreciation rates set by the Securities and Exchange
Commission for illustrative purposes, and assume the options are held until
their expiration date. Therefore, such dollar amounts are not intended to
forecast future financial performance or possible future appreciation in the
price of the Company's Common Shares. Shareholders are therefore cautioned
against drawing any conclusions from the appreciation data shown, aside from
the fact that optionees will only realize value from the option grants shown
when the price of the Company's Common Shares appreciates, which benefits
all shareholders commensurately.
14
<PAGE> 17
OPTION EXERCISES AND HOLDINGS
The following table summarizes information concerning options exercised
during Fiscal 2000 by the Named Executives and unexercised options held by them
as of May 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES VALUE (1) OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 5/31/00 AT 5/31/00 ($)
SHARES ------------------------- -------------------------
ACQUIRED ON VALUE (1) NOT NOT
NAME EXERCISE (#) REALIZED ($) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
---- ------------ ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
J. P. McConnell...... -0- -0- 289,000 134,000 8,750 -0-
J. S. Christie....... -0- -0- 190,000 -0- 5,000 -0-
E. A. Ferkany........ 40,500 247,679 92,000 46,000 2,500 -0-
J. T. Baldwin........ -0- -0- 120,000 24,000 2,250 -0-
R. V. Roberts........ 9,000 51,437 124,000 30,000 2,500 -0-
</TABLE>
---------------
(1) Pre-tax value based on the spread between the exercise price and the May 31,
2000, closing price of $12.125 per share.
LONG-TERM INCENTIVE PLAN AWARDS
The following table summarizes information concerning incentive awards made
to the Named Executives during Fiscal 2000 under the Company's 1997 Long-Term
Incentive Plan.
LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
PERFORMANCE OR OTHER PERIOD UNTIL ----------------------------------------
NAME MATURATION OR PAYOUT THRESHOLD ($) TARGET ($) MAXIMUM ($)
---- --------------------------------- ------------- ---------- -----------
<S> <C> <C> <C> <C>
J. P. McConnell...... Three year period ended 5/31/02 225,000 450,000 675,000
J. S. Christie....... Three year period ended 5/31/02 125,000 250,000 375,000
E. A. Ferkany........ Three year period ended 5/31/02 62,500 125,000 187,500
J. T. Baldwin........ Three year period ended 5/31/02 56,000 112,000 168,000
R. V. Roberts........ Three year period ended 5/31/02 62,500 125,000 187,500
</TABLE>
Payouts of awards are tied to achieving specified levels (threshold, target
and maximum) of economic value added and of earnings per share growth for the
performance period, with each performance measure carrying a 50% weighting. If
the performance level falls between threshold and target, or between target and
maximum, the award is prorated. Under the Plan, payouts will generally be made
in August following the end of the applicable performance period. Performance
awards may be paid in cash, Common Shares, other property or any combination
thereof, in the sole discretion of the Compensation and Stock Option Committee
at the time of payment.
EXECUTIVE COMPENSATION REPORT AND PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Committee
Report and the information under "COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
RETURN" shall not be incorporated by reference into any such filings.
15
<PAGE> 18
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
General Compensation Philosophy
A basic philosophy of Worthington Industries, Inc. is that all regular
full-time, nonunion employees of the Company have a meaningful portion of their
total compensation tied to the profitability of the Company. In furtherance of
this philosophy, all such employees in general participate in either the
Company's cash profit sharing plan or the executive cash bonus plan (the "Bonus
Plan") which has been in place since the 1960's. Cash profit sharing, which
covers the majority of the Company's employees, is computed as a fixed
percentage of profits.
The Company's CEO, its other executive officers and certain other key
employees, participate in the Bonus Plan. Under the Bonus Plan, bonuses paid to
participants are computed as a percentage of the Company's income before taxes,
but after adjustment for contributions to the Company's Deferred Plan. The total
amount of bonuses paid to all participants in the Bonus Plan may not exceed 15%
of the Company's pre-tax income. Bonuses are paid quarterly based upon the
quarterly financial results and generally account for in excess of 45% of a
participant's total compensation.
Compensation for Executives
Since bonus payments account for such a large percentage of total
compensation and since bonuses are tied to the Company's profitability, the
largest variable in determining total compensation of the CEO, the executive
officers, and other participants in the Bonus Plan is the profitability of the
Company. However, bonuses can be adjusted, up or down, based on the individual's
performance, subjectively determined by his or her supervisor, the CEO or the
Compensation and Stock Option Committee (the "Compensation Committee") as
appropriate.
In setting base salaries for the CEO and the executive officers, the
Compensation Committee, which is comprised of outside directors, has reviewed
information regarding compensation paid by other manufacturing companies of
similar size to officers with similar responsibilities. It is the Compensation
Committee's intent to set base salaries at levels so that when the Company
performs well, the bonus payments (which are tied to Company income) would put
Company officers in the upper range of total compensation being paid to officers
of comparable companies. Conversely, should the Company's performance be below
that of comparable companies, total executive compensation would fall below the
average compensation range.
Performance of the CEO
Consistent with the philosophy behind the Bonus Plan, profitability of the
Company has been the primary variable in the compensation paid to John P.
McConnell, the Company's CEO.
In recent years, the Company has taken key strategic actions. These actions
include the acquisitions of Dietrich Industries in 1996 and The Gerstenslager
Company in 1997; the successful divestitures of its custom products and cast
products segments in 1999; the expansion of the pressure cylinder business
internationally; the implementation of the transformation of the steel
processing business; and significant investment in new plants and equipment for
the Company's steel processing and other metals related businesses. The
Compensation Committee believes that these actions, headed by the CEO and the
Management team, are in the best interest of the Company and will have a
significant positive long-term impact on the Company.
For the year ended May 31, 2000, the Company's earnings per share from
continuing operations increased 18% from fiscal 1999. Excluding the impact of a
$8.6 million pre-tax, non-recurring loss in connection with the settlement of
the DECS by transferring Rouge stock (a non-cash charge and unrelated to the
Company's continuing businesses), the Company's earnings per
16
<PAGE> 19
share from continuing operations were up 24% for the fiscal year. Mr.
McConnell's base wages remained unchanged from fiscal 1998 and 1999. His bonus
compensation increased 7% from 1999. The Compensation Committee recommended a
base wage increase for Mr. McConnell at its May 2000 meeting, but Mr. McConnell
elected not to accept the increase at this time. No payouts were made to the CEO
under performance awards under the Long-Term Incentive Plan for the period
ending May 31, 2000, as the Company did not meet its targeted return levels.
Stock Options and performance awards granted to the CEO are shown under
"Option Grants" and "Long-Term Incentive Plan Awards."
Incentive Compensation
Bonuses. Although the Bonus Plan is tied to current profitability, the
Company has found it to provide a balance between incentives for current and
long-term profitability. Since the payment is based on current year income, the
incentive toward current profitability is obvious. However, since future
compensation for the officers will continue to be based in large part on the
Bonus Plan, the Plan also provides incentives to assure the long-term
profitability of the Company.
Long-term Incentives. Long-term incentives have historically been provided
through stock options. The Compensation Committee views stock options as
particularly appropriate long-term incentives because stock options align the
interest of the employee/optionholders with those of the shareholder by
providing value to the employee tied directly to stock option price increases.
The Committee believes that providing long-term compensation tied to sustained
financial achievement is also an appropriate method to motivate and reward the
Company's top executive officers.
To make the Company more competitive with comparable companies in providing
long-term compensation to its executives, the Company adopted its Long-Term
Incentive Plan ("LTIP") in 1997. Pursuant to the LTIP, the Compensation
Committee has implemented a long-term incentive program which anticipates
consideration of (i) annual stock option grants and (ii) long-term incentive
awards based on achieving measurable criteria performance over a multiple year
period, with payment in cash, stock or stock awards for achievement of those
goals.
For fiscal 1999, the LTIP awards were weighted heavily in favor of stock
options, with significant stock option grants going to top executives. With the
major restructuring which was occurring the Committee believed that the most
appropriate incentive and the best measure of success of this restructuring
would be the long-term growth of the Company's stock price. For Fiscal 2000, the
Committee returned to a balance between stock options and long-term incentive
awards tied to certain performance criteria of the Company's continuing
operations. Stock options and performance awards granted to the CEO and other
Named Executives are shown under "Option Grants" and "Long-Term Incentive Plan
Awards."
Although the terms of the Company's 1990 Stock Option Plan and Long-Term
Incentive Plan are flexible, all options granted in the past 15 years have been
granted at 100% of the market value on the date of grant. As noted, pursuant to
the long-term incentive program, the Compensation Committee currently intends to
consider annual stock option grants and Performance Awards for the CEO and other
selected executives. The Compensation Committee will continue to review the
appropriate time for option grants for other employees. Among the factors which
were considered for prior grants and which are likely to be considered for any
new grants would be the position held by the participant in the Company,
individual performance and the timing and amounts of previous grants.
17
<PAGE> 20
Tax Deductibility
Section 162(m) of the Internal Revenue Code limits deductions for
compensation paid to a publicly-held corporation's five most highly compensated
executive officers to $1,000,000 per year per executive officer, excluding
"performance based compensation" meeting certain requirements. Federal
regulations issued under Section 162(m) define the provisions which compensatory
plans must contain to qualify for the "performance based" exemption under
Section 162(m). The Company's 1990 Stock Option Plan qualifies for the
exemption. The Compensation Committee intends to tailor the incentive programs
under the LTIP to also qualify for the exemption. Since no officer's annual
salary, plus bonuses, has reached $1,000,000, the Compensation Committee has not
attempted to revise the Bonus Plan to satisfy the conditions for the exemption,
but it may re-examine the matter if compensation paid thereunder would not
otherwise be deductible under Section 162(m) and such provisions would not
distort or discourage the existing incentives for performance that enhance the
value of the Company. In all cases, however, whether or not some portion of a
covered executive officer's compensation is tax deductible, the Company will
continue to carefully consider the net cost and value to the Company of its
compensation policies.
COMPENSATION AND STOCK OPTION COMMITTEE
John B. Blystone, Chairman
Charles R. Carson
Michael J. Endres
Robert B. McCurry
Gerald B. Mitchell
18
<PAGE> 21
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following graph compares the five year cumulative return on the
Company's Common Shares, the S&P 500 Stock Index, the S&P Industrials Index and
the S&P Iron & Steel 500 Index, in each case assuming that $100 was invested at
May 31, 1995 and that dividends were reinvested when received. The S&P Iron &
Steel 500 Index, of which the Company is a component, is the most specific index
relative to the Company's largest line of business.
[GRAPH]
<TABLE>
<CAPTION>
WTHG S&P 500 S&P INDUST. IRON & STEEL
---- ------- ----------- ------------
<S> <C> <C> <C> <C>
May 1995 100 100 100 100
May 1996 99.06 128.44 128.68 99.94
May 1997 92.67 166.22 164.34 103.47
May 1998 90.81 217.23 212.12 103.5
May 1999 68.89 262.9 263.68 89.5
May 2000 68.08 290.45 297.85 67.08
</TABLE>
PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
At the Annual Meeting, management will present a resolution calling for the
ratification of the appointment of the firm of Ernst & Young LLP as independent
auditor of the Company for the fiscal year ending May 31, 2001. A representative
of Ernst & Young LLP is expected to be present at the Annual Meeting and will be
given the opportunity to make a statement and to respond to appropriate
questions. Ernst & Young LLP has audited the accounts of the Company since 1964.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 2001
Annual Meeting of Shareholders must be received by the Company no later than May
31, 2001, to be included in the Company's proxy materials relating to that
annual meeting. Upon receipt of a shareholder proposal, the Company will
determine whether or not to include the proposal in the proxy materials in
accordance with applicable rules and regulations promulgated by the Securities
and Exchange Commission (the "SEC"). In any event, proposals of shareholders
intended to be presented at the 2001 Annual Meeting of Shareholders must be
received by the Company no later than 30 days prior to the meeting.
The SEC has promulgated rules related to the exercise of discretionary
voting authority pursuant to proxies solicited by the Board of Directors. If a
shareholder intends to present a
19
<PAGE> 22
proposal at the 2001 Annual Meeting of Shareholders and does not notify the
Company of the proposal by July 15, 2001, the proxies solicited by the Board of
Directors for use at the 2001 Annual Meeting of Shareholders may be voted on the
proposal without discussion of the proposal in the Company's proxy statement for
that annual meeting.
In each case, written notice must be given to the Company's Secretary at
the following address: Worthington Industries, Inc., 1205 Dearborn Drive,
Columbus, Ohio 43085, ATTN: General Counsel.
Shareholders desiring to nominate candidates for election as directors at
the 2001 Annual Meeting of Shareholders must follow the procedures described in
"PROPOSAL 1: ELECTION OF DIRECTORS -- Committees of Directors."
10-K REPORT
Consolidated financial statements for Worthington Industries, Inc. and its
subsidiaries are included in the Worthington Industries, Inc. Annual Report to
Shareholders which is being delivered with this Proxy Statement. Additional
copies of these statements and the Company's Annual Report on Form 10-K for the
year ended May 31, 2000 (excluding exhibits, unless such exhibits have been
specifically incorporated by reference therein) may be obtained, without charge,
from the Company's Investor Relations Department at 1205 Dearborn Drive,
Columbus, OH 43085. The Form 10-K is also on file with the Securities and
Exchange Commission, Washington, D.C. 20549.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no other
business that will be presented for action by the shareholders at the Annual
Meeting. However, if any other matter is properly presented before the Annual
Meeting, the persons acting under the Proxies solicited by the Board of
Directors will vote and act according to their best judgments in light of the
conditions then prevailing.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO FILL IN,
SIGN AND RETURN THE PROXY IN THE ENCLOSED, SELF-ADDRESSED STAMPED ENVELOPE.
By order of the Board of Directors.
CHARLES D. MINOR, Secretary
Dated: August 29, 2000
For directions to the Worthington Industries, Inc. 2000 Annual Meeting of
Shareholders, please contact Linda Derringer, Investor Relations, at (614)
438-3059 or 1-800-944-2255.
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APPENDIX I
WORTHINGTON INDUSTRIES, INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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<PAGE> 24
WORTHINGTON INDUSTRIES, INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of the Worthington Industries, Inc. 2000 Stock Option Plan for
Non-Employee Directors is to promote the interests of Worthington Industries,
Inc. and its shareholders by (a) increasing the proprietary interest of Eligible
Directors in the growth and performance of the Company by granting such Eligible
Directors options to purchase Common Shares of the Company and (b) encouraging
the Eligible Directors to remain as directors of the Company and put forth
maximum efforts for the success of the Company.
2. Definitions
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Change in Control" shall mean the following:
(i) A Change in Control shall have occurred when any Person (other
than (A) the Company or any Subsidiary of the Company, (B) any employee
benefit plan of the Company or of any Subsidiary of the Company or any
trustee of or fiduciary with respect to any such plan when acting in
such capacity, or (C) any Person who, on the Effective Date of the Plan,
is an Affiliate of the Company and owning in excess of ten percent (10%)
of the outstanding Common Shares of the Company and the respective
successors, executors, legal representatives, heirs and legal assigns of
such Person), alone or together with its Affiliates and Associates, has
acquired or obtained the right to acquire the beneficial ownership of
twenty-five percent (25%) or more of the Common Shares then outstanding.
(ii) "Acquiring Person" means any Person who or which, together
with all Affiliates and Associates, has acquired or obtained the right
to acquire the beneficial ownership of twenty-five percent (25%) or more
of the Common Shares then outstanding.
(iii) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.
(iv) "Continuing Director" means any individual who was a member of
the Board on the Effective Date of the Plan or thereafter elected by the
shareholders or appointed by the Board prior to the date as of which the
Acquiring Person became a Substantial Shareholder (as such term is
defined in Article SEVENTH of the Company's Amended Articles of
Incorporation), or an individual designated (before his initial election
or appointment as a director) as a Continuing Director by three-fourths
of the Whole Board, but only if a majority of the Whole Board shall then
consist of Continuing Directors.
(v) "Whole Board" means the total number of directors which the
Company would have if there were no vacancies.
(c) "Change in Control Exercise Period" shall have the meaning set
forth in paragraph (ii) of Subsection 6(d) of the Plan.
(d) "Change in Control Price Per Common Share" shall mean the highest
price per Common Share (i) paid by the Acquiring Person in connection with
the transaction that results in the Change in Control; or (ii) paid or
offered by the Acquiring Person, to acquire other Common Shares in excess
of one percent (1%) of the outstanding Common Shares, at any time after the
Change in Control and before the Eligible Director exercises his/her
election under paragraph (ii) of Subsection 6(d).
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(e) "Change in Control Spread" shall have the meaning set forth in
paragraph (ii) of Subsection 6(d) of the Plan.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any successor provisions thereto.
(g) "Company" shall mean Worthington Industries, Inc., an Ohio
corporation, together with any successor thereto.
(h) "Common Shares" shall mean the common shares, without par value,
of the Company.
(i) "Director Option" shall mean a Non-Qualified Stock Option granted
to each Eligible Director under the provisions of the Plan without any
action by the Board.
(j) "Director Retirement" shall mean the retirement of an Eligible
Director from service on the Board after having (i) attained the age of 65
or (ii) served at least nine years as a member of the Board, unless the
Board specifies a shorter period of required service which shall in no
event be fewer than six years.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor provisions thereto.
(l) "Effective Date" shall mean the date of the approval of the Plan
by the Company's shareholders.
(m) "Eligible Director" shall mean, on any date, an individual who is
serving as a member of the Board but shall not include any individual who
is an employee of the Company or of any Subsidiary or Affiliate of the
Company.
(n) The "Fair Market Value" of a Common Share on any relevant date for
purposes of any provision of the Plan shall be the last reported sales
price of a Common Share as shown on the national securities exchange on
which the Company's Common Shares are then traded, or, if there are no
reported sales on such date, then the last reported sales price on the next
preceding day on which such a sale was transacted.
(o) "For Cause" shall mean removal from office for cause in accordance
with Article SIXTH of the Company's Amended Articles of Incorporation and
the Ohio General Corporation Law.
(p) "Non-Qualified Stock Option" shall mean a right to purchase Common
Shares from the Company that is granted under the Plan and is not intended
to meet the requirements of Section 422 of the Code or any successor
provision thereto.
(q) "Option Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Director Option granted under
the Plan.
(r) "Permissible Transferee" shall mean any member of the immediate
family of an Eligible Director, any trust, whether revocable or
irrevocable, solely for the benefit of members of the Eligible Director's
immediate family, or any partnership or limited liability company whose
only partners or members are members of the Eligible Director's immediate
family.
(s) "Person" shall mean any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization, government or political subdivision thereof or
other entity.
(t) "Plan" shall mean the Worthington Industries, Inc. 2000 Stock
Option Plan for Non-Employee Directors, as the same may be amended from
time to time.
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(u) "SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.
(v) "Subsidiary" shall mean any corporation which, on the date of
determination, qualified as a subsidiary corporation of the Company under
Section 424(f) of the Code. In addition, the term "Subsidiary" shall
include any trade or business which is under common control with the
Company, as determined under Section 414(c) of the Code.
(w) "Total Disability" shall be deemed to be the inability, by reason
of a medically determinable physical or mental impairment, to engage in any
substantial gainful activity, for a period of 180 days after its
commencement and such condition, in the opinion of a physician selected by
the Company and reasonably acceptable to the Eligible Director or his/her
legal representative is total and permanent.
3. Administration
(a) The Plan shall be administered by the Board.
(b) The Board shall have full power and authority in its discretion,
subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the power and authority
specifically granted to the Board under the Plan or necessary or advisable,
in the sole and absolute discretion of the Board, in the administration of
the Plan including, without limitation, the authority to: interpret and
construe any provision of the Plan or any Director Option granted under the
Plan; make all required or appropriate determinations under the Plan or any
Director Option granted under the Plan; adopt, amend and rescind such rules
and regulations relating to the Plan as the Board shall determine in its
discretion subject to the express provisions of the Plan; and make all
other determinations deemed by the Board necessary or advisable for the
administration of the Plan. Notwithstanding the preceding sentence, the
Board shall have no discretion with respect to the selection of members of
the Board to receive Director Options, the number of Common Shares subject
to any Director Option, the purchase price per Common Share under each
Director Option or the timing of grants of Director Options under the Plan.
(c) The interpretation and construction of any provision of the Plan
or any Director Option granted under the Plan and all determinations by the
Board in each case shall be final, binding and conclusive with respect to
all interested parties, unless otherwise determined by the Board. No member
of the Board shall be personally liable for any action, failure to act,
determination, interpretation or construction made in good faith with
respect to the Plan or any Director Option or transaction under the Plan.
(d) Nothing contained in the Plan, nor any Director Option granted
pursuant to the Plan, shall confer upon any Eligible Director any right to
continue as a director of the Company nor limit in any [way] the right of
the shareholders of the Company to remove him/her as a director in
accordance with the Company's Amended Articles of Incorporation and the
Ohio General Corporation Law.
(e) The validity, construction and effect of the Plan and any rules
and regulations relating to the Plan and any Option Agreement evidencing a
Director Option granted under the Plan shall be determined in accordance
with the laws of the State of Ohio.
4. Eligibility
The class of individuals eligible to receive grants of Director Options
shall be the Eligible Directors.
5. Common Shares Subject to the Plan
Subject to adjustment as provided in Section 7 of the Plan, an aggregate of
250,000 Common Shares shall be available for issuance under the Plan. The Common
Shares deliverable upon the
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exercise of Director Options may be made available from authorized but unissued
Common Shares or issued Common Shares which have been reacquired by the Company.
If any Director Option granted under the Plan shall terminate for any reason
without having been exercised in full, the Common Shares subject to, but not
delivered under, such Director Option shall be available for issuance under the
Plan.
6. Grant, Terms and Conditions of Director Options
(a) On the date an Eligible Director is first elected or appointed to
the Board, such Eligible Director shall be granted a Director Option to
purchase 4,000 Common Shares; provided, however, in respect of the first
election to the Board of Eligible Directors prior to the Effective Date,
such Director Option shall be granted on the Effective Date.
(b) On the date on which each annual meeting of the shareholders of
the Company is held, beginning with the annual meeting of shareholders to
be held in 2001, each Eligible Director who has served as a director of the
Company for more than six months and will continue to serve as a member of
the Board on and after such date, shall receive a grant of a Director
Option to purchase 2,000 Common Shares.
(c) The Director Options granted shall have the following terms and
conditions:
(i) Purchase Price. The purchase price per Common Share deliverable
upon the exercise of each Director Option shall be 100% of the Fair
Market Value per Common Share on the date the Director Option is
granted.
(ii) Payment. Director Options may be exercised only upon payment
of the purchase price thereof in full. Such payment may be made in cash,
or its equivalent, or, if and to the extent permitted by the Board, by
tendering, either by actual delivery of Common Shares or by attestation,
Common Shares acceptable to the Board or by a combination of the
foregoing, as determined by the Board, PROVIDED THAT the combined value
of all cash and cash equivalents and the Fair Market Value of any Common
Shares so tendered to the Company as of the date of such tender is at
least equal to the purchase price for the Common Shares underlying the
portion of the Director Option being exercised. The Board may permit an
Eligible Director to elect to pay the purchase price upon the exercise
of a Director Option by irrevocably authorizing a third party to sell
Common Shares (or a sufficient number of Common Shares) acquired upon
exercise of the Director Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire purchase price and tax
withholding resulting from such exercise.
(iii) Vesting and Term of Director Options. Each Director Option
granted pursuant to the Plan shall become vested and fully exercisable
on the first to occur of (A) the first anniversary of the date of grant
or (B) as to any Director Option granted as of the date of an annual
meeting of shareholders of the Company, the date on which the next
annual meeting of shareholders of the Company is held following the date
of grant, provided that in each case the Eligible Director who was
granted the Director Option is a director of the Company on the relevant
date or the Eligible Director's term as a director of the Company is
ending on the relevant date. Once vested, each Director Option shall be
exercisable until the earlier of ten years from the date of grant and
the expiration of the applicable period described in paragraph (iv)
below.
(iv) Termination of Service as Eligible Director.
(A) Upon termination of an Eligible Director's service as a
director of the Company for any reason other than death, Director
Retirement, Total Disability or For Cause, all outstanding Director
Options held by such Eligible Director, to the extent then
exercisable, shall be exercisable in whole or in part for a period of
one
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year from the date upon which the Eligible Director ceases to be a
member of the Board, provided that in no event shall the Director
Options be exercisable beyond the period provided for in paragraph
(iii) of Subsection 6(c) above. Notwithstanding the foregoing, the
Board shall have the right to accelerate the exercisability of any
outstanding Director Option, in its discretion, upon the termination
of an Eligible Director's service on the Board.
(B) If an Eligible Director shall die while serving as a
director of the Company, all outstanding Director Options held by
such Eligible Director (whether or not then exercisable by their
terms) shall become immediately exercisable in full by the Eligible
Director's estate or by the Person who acquires the right to exercise
such Director Options upon the Eligible Director's death by bequest
or inheritance. Such exercise may occur at any time within three
years after the date of the Eligible Director's death, provided that
in no event shall such Director Options be exercisable beyond the
period provided for in paragraph (iii) of Subsection 6(c) above.
(C) If an Eligible Director's service as a director of the
Company ceases as a result of the Eligible Director's becoming
Totally Disabled, all outstanding Director Options held by such
Eligible Director (whether or not then exercisable by their terms)
shall become immediately exercisable in full. Such exercise may occur
at any time within three years after the Eligible Director's service
as a director of the Company has ceased, provided that in no event
shall such Director Options be exercisable beyond the period provided
for in paragraph (iii) of Subsection 6(c) above.
(D) If an Eligible Director's service as a director of the
Company ceases due to a Director Retirement, all outstanding Director
Options held by such Eligible Director (whether or not then
exercisable by their terms) shall become immediately exercisable in
full. Such exercise may occur at any time within three years after
the date of the Director Retirement, provided that in no event shall
such Director Options be exercisable beyond the period provided for
in paragraph (iii) of Subsection 6(c) above.
(E) If an Eligible Director's service as a director of the
Company is terminated For Cause, each of the Director Options of such
Eligible Director shall be cancelled on the date the Eligible
Director ceases to be a director of the Company.
(v) Assignability of Director Options. With the permission of the
Board, an Eligible Director who has been granted a Director Option under
the Plan, may transfer such Director Option to a revocable inter vivos
trust as to which the Eligible Director is the settlor or may transfer
such Director Option to a Permissible Transferee. Any such transferee
shall remain subject to all of the terms and conditions applicable to
such Director Option and subject to the rules and regulations prescribed
by the Board. A Director Option may not be retransferred by a
Permissible Transferee except by will or the laws of descent and
distribution and then only to another Permissible Transferee. Other than
as described above, no Director Option may be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by an
Eligible Director otherwise than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order, and
during the lifetime of the Eligible Director to whom a Director Option
is granted, the Director Option may be exercised only by the Eligible
Director or by the Eligible Director's guardian or legal representative.
(vi) Option Agreement. Each Director Option granted under the Plan
shall be evidenced by an Option Agreement with the Company which shall
contain the terms and provisions set forth in the Plan and shall
otherwise be consistent with the provisions of the Plan.
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(d) Change in Control Provisions.
(i) Notwithstanding any other provision of the Plan to the
contrary, but subject to the provisions of paragraph (iv) of this
Subsection 6(d), in the event of a Change in Control, any Director
Options outstanding as of the date such Change in Control is determined
to have occurred, and which are not then exercisable, shall become fully
exercisable.
(ii) Notwithstanding any other provision of the Plan, during the
60-day period from and after a Change in Control (the "Change in Control
Exercise Period"), if the Board shall determine at, or at any time after
the time of grant, an Eligible Director holding a Director Option shall
have the right, whether or not the Director Option is fully exercised
and in lieu of the payment of the purchase price for the Common Shares
being purchased under the Director Option and by giving notice to the
Company, to elect (within the Change in Control Exercise Period) to
surrender all or part of the Director Option to the Company and to
receive cash, within 30 days of such notice, in an amount equal to the
amount by which the Change in Control Price per Common Share on the date
of such election shall exceed the purchase price per Common Share under
the Director Option (the "Change in Control Spread") multiplied by the
number of Common Shares granted under the Director Option as to which
the right granted under this paragraph (ii) shall have been exercised;
provided, that if the Change in Control is within six months of the date
of grant of a particular Director Option held by an Eligible Director,
no such election shall be made by such Eligible Director with respect to
such Director Option prior to six months from the date of grant.
However, if the end of such sixty-day period from and after a Change in
Control is within six months of the date of grant of a Director Option,
such Director Option (unless theretofore exercised) shall be cancelled
in exchange for a cash payment to the Eligible Director, effected on the
day which is six months and one day after the date of grant of such
Director Option, equal to the Change in Control Spread multiplied by the
number of Common Shares granted under the Director Option.
(iii) Notwithstanding any other provision of the Plan, if any right
granted pursuant to the Plan would make a Change in Control transaction
ineligible for pooling-of-interests accounting treatment under APB No.
16 that (after giving effect to any other actions taken to cause such
transaction to be eligible for such pooling-of-interests accounting
treatment) but for the nature of such grant would otherwise be eligible
for such accounting treatment, the Board shall have the ability to
substitute for the cash payable pursuant to such right Common Shares
with a Fair Market Value equal to the cash that would have otherwise
been payable pursuant thereto.
(iv) The provisions of this Subsection 6(d) shall not apply (A) if
the Board determines at the time of grant that such Section shall not
apply or (B) to any Change in Control when expressly provided otherwise
by a three-fourths vote of the Whole Board, but only if a majority of
the members of the Board then in office and acting upon such matters
shall be Continuing Directors.
7. Adjustment and Changes in Common Shares
(a) In the event that the outstanding Common Shares shall be changed
into or exchanged for a different kind of shares, other securities or other
property of the Company or of another corporation or for cash (whether by
reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of Common
Shares of the Company shall be increased through the payment of a share
dividend, then unless such change results in the termination of all
outstanding Director Options granted pursuant to the Plan, there shall be
substituted for or added to each Common Share subject to the Director
Option, the number and kind of shares, other securities or other property
and the amount of cash into which each outstanding Common Share of the
Company shall be
I-7
<PAGE> 30
changed, or for which each such Common Share shall be exchanged, or to
which the holder of each Common Share shall be entitled, as the case may
be. The Director Option shall also be appropriately amended as to the
purchase price and other terms as may be necessary to reflect the foregoing
events. Fractional shares resulting from any adjustment in the Director
Options pursuant to this Section 7 shall be rounded down to the nearest
whole number of shares.
(b) Notice of any adjustment shall be given by the Company to each
holder of a Director Option which shall have been so adjusted, provided
that such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan and any Option
Agreements issued under the Plan.
(c) The grant of Director Options under the Plan shall in no way
affect the right of the Company to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.
8. No Rights as Shareholders
Neither an Eligible Director nor any holder or beneficiary of any Director
Option shall be, or have any of the rights and privileges of, a shareholder of
the Company in respect of any Common Shares purchasable upon the exercise of any
Director Option, in whole or in part, unless and until ownership of such Common
Shares shall have been recorded in the share transfer books of the Company. To
the extent that the Plan provides for issuance of certificates to reflect the
issuance of Common Shares, the issuance may be effected on a non-certificated
basis, to the extent not prohibited by applicable law or the applicable rules of
any national securities exchange on which the Common Shares are then listed or
traded.
9. Plan Amendments
The Board may amend, alter, suspend, discontinue or terminate the Plan or
any portion thereof at any time, in its sole and absolute discretion; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply.
10. Tax Withholding
The Company shall have the power to withhold, or require an Eligible
Director to remit to the Company, an amount sufficient to satisfy federal, state
and local tax withholding requirements on any Director Option granted under the
Plan, and the Company may withhold payment of cash or issuance of Common Shares
until such requirements are satisfied. The Board may, in its discretion, permit
an Eligible Director to elect, subject to such conditions as the Board shall
impose, (a) to have Common Shares otherwise issuable under the Plan withheld by
the Company or (b) to tender, either by actual delivery of Common Shares or by
attestation, Common Shares acceptable to the Board, in each case having a Fair
Market Value sufficient to satisfy all or part of the Eligible Director's
estimated total federal, state and local tax obligations associated with the
transaction.
11. Requirements of Law
The granting of Director Options and the issuance of Common Shares upon
exercise of Director Options shall be subject to all applicable laws, rules and
regulations, and to such approval by any governmental agencies or national
securities exchanges as may be required. Notwithstanding the foregoing, no
Common Shares shall be issued under the Plan unless the Company is satisfied
that such issuance will be in compliance with applicable federal and state
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<PAGE> 31
securities laws. Certificates for Common Shares delivered under the Plan may be
subject to such stock transfer orders and other restrictions as the Board may
deem advisable under the rules, regulations and other requirements of the SEC,
any national securities exchange upon which the Common Shares are then listed or
traded, or any applicable federal or state securities laws. The Board may cause
a legend or legends to be placed on any such certificate to make appropriate
reference to such restrictions.
12. Severability
If any provision of the Plan or any Director Option is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any
Person or Director Option or would disqualify the Plan or any Director Option
under any law deemed applicable by the Board, such provision shall be construed
or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Board,
materially altering the intent of the Plan or the Director Option, such
provision shall be stricken as to such jurisdiction, Person or Director Option
and the remainder of the Plan and any such Director Options shall remain in full
force and effect.
13. Indemnification
Each individual who is or shall have been a member of the Board shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by him/her
in connection with or resulting from any claim, action, suit or proceeding to
which he/she may be made a party or in which he/she may be involved by reason of
any action taken or failure to act by the Board under the Plan and against and
from any and all amounts paid by him/her in settlement thereof, with the
Company's approval, or paid by him/her in satisfaction of any judgment in any
such action, suit or proceeding against him/her, provided he/she shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he/she undertakes to handle and defend it on his/her own behalf. The foregoing
right of indemnification shall not be exclusive and shall be independent of any
other rights of indemnification to which such individuals may be entitled under
the Company's Amended Articles of Incorporation or Code of Regulations, by
contract, as a matter of law.
14. Effective Date and Duration of Plan
The Plan shall become effective on the date of the approval of the Plan by
the Company's shareholders ("Effective Date"). The Plan shall terminate the day
following the tenth annual meeting of shareholders of the Company at which
directors are elected succeeding the Effective Date unless the Plan is
terminated by exhaustion of the Common Shares available for issuance under the
Plan. Director Options outstanding on the date the Plan is terminated shall
continue to have force and effect in accordance with the provisions of the
Option Agreements evidencing such Director Options.
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<PAGE> 32
[X] Please mark
votes as in
this example.
All Proxies previously given by the undersigned are hereby revoked. This Proxy
will be voted as specified. Unless otherwise specified, this Proxy will be voted
FOR each of proposals 1, 2, 3 and 4. If any other matters are brought before the
Annual Meeting, or if a nominee for election as a director named in the Proxy
Statement is unable to serve or for good cause will not serve, the Proxy will be
voted in the discretion of the proxy holder on such matters or for substitute
nominee(s) as the directors may recommend.
1. Election of three directors, each for a term of three years, expiring
in 2003. Nominees: John B. Blystone, William S. Dietrich and Sidney A.
Ribeau.
FOR WITHHELD
[ ] ALL [ ] FROM ALL
NOMINEES NOMINEES
[ ] -------------------------------------------------------------------
FOR All Nominees Except As Noted On The Line Above
2. Adoption of an amendment to Section 1.10 of the Company's Code of
Regulations to permit the appointment of proxies in any manner
permitted under Ohio law.
[ ] For [ ] Against [ ] Abstain
3. Approval of the Worthington Industries, Inc. 2000 Stock Option Plan for
Non-Employee Directors.
[ ] For [ ] Against [ ] Abstain
4. Ratification of the selection of the firm of Ernst & Young LLP as
auditors for the current fiscal year.
[ ] For [ ] Against [ ] Abstain
5. In their discretion, the Proxies are authorized to vote upon such other
business (none known by the Company at the time of solicitation of this
Proxy) as may properly come before the meeting and any adjournment
thereof.
MARK HERE FOR MARK HERE
ADDRESS CHANGE [ ] [ ] IF YOU PLAN
AND NOTE AT LEFT TO ATTEND
THE MEETING
If any changes are required to your address, please mark the address change box
above, cross through the current information and print the new information. The
new address will be used by the Transfer Agent for all future communications,
including proxies and dividend checks.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE SIGN AND DATE THIS PROXY ON THE LINES BELOW AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign your name exactly as it appears on this Proxy. Executors,
administrators, trustees, guardians, attorneys and agents should give their full
titles. If shareholder is a corporation, sign in full corporate name by
authorized officer. If the Common Shares represented by this Proxy are held in
joint tenancy, both holders should sign this Proxy.
Signature: Signature:
---------------------------- ---------------------------
Date: Date
----------------------------- -----------------------------
<PAGE> 33
W O R T H I N G T O N I N D U S T R I E S, I N C.
P R O X Y
The undersigned hereby constitutes and appoints John P. McConnell, John S.
Christie and Charles D. Minor, or any of them, the proxy or proxies of the
undersigned to vote at the Annual Meeting of Shareholders of Worthington
Industries, Inc. (the "Company") to be held at the Worthington Industries, Inc.
Athletic Center, 905 Dearborn Drive, Columbus, Ohio on September 28, 2000 at
2:00 p.m. and at any adjournment, all of the Common Shares of the Company that
the undersigned is entitled to vote at such meeting or any adjournment.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE [ ]
