SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 1996
WORTHINGTON FOODS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 000-19887 31-0733120
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
900 Proprietors Road, Worthington, Ohio 43085
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(Address of principal executive offices) (Zip Code)
(614) 885-9511
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(Registrant's telephone number, including area code)
Total number of pages: 6
Index to Exhibits: Page 5
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Item 5. Other Events.
On October 22, 1996, the Board of Directors of Worthington Foods, Inc.
(the "Company") declared a distribution in the form of a share split (the
"Stock Split") whereby one additional common share will distributed for every
three common shares outstanding as of the close of business on November 15,
1996 (i.e., a four-for-three stock split). The Stock Split will be distributed
on or about December 6, 1996, to holders of record of the Company's common
shares on November 15, 1996. No fractional shares will be distributed to
shareholders in connection with the Stock Split. If a shareholder would
otherwise be entitled to receive a fractional share as a result of the Stock
Split, such shareholder will receive a check as payment in lieu of the
fractional share based on the closing price of the Company's common shares on
the record date for the Stock Split as reported by NASDAQ, as adjusted for the
Stock Split.
In accordance with the Rights Agreement dated as of June 13, 1995,
between the Company and National City Bank, as Rights Agent, as amended (the
"Rights Agreement"), each outstanding common share of the Company is currently
accompanied by one right to purchase from the Company, under certain
circumstances, four-fifths of one one-hundredth of a Series A Junior
Participating Preferred Share, without par value (the "Preferred Shares"), at
a price of $92.00, subject to adjustment (a "Right"). In accordance with the
terms of the Rights Agreement, the Board of Directors of the Company has
authorized an adjustment of the number of one one-hundredths of a Preferred
Share purchasable after the Stock Split upon exercise of a Right. Effective on
the date of distribution of the Stock Split, the Rights associated with each
issued and outstanding common share of the Company shall be automatically
adjusted so that each Right will represent the right to purchase three-fifths
of one one-hundredth of a Preferred Share. The exercise price of the Rights
will continue to be $92.00 for each one one-hundredth of a Preferred Share.
Each common share outstanding after the distribution of the Stock Split will
continue to be accompanied by one Right.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 99(a) Certificate of Adjustment by the Company dated
as of October 29, 1996
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORTHINGTON FOODS, INC.
Dated: October 29, 1996 By: /s/ Dale E. Twomley
______________________________
Dale E. Twomley
President and Chief Executive
Officer
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EXHIBIT INDEX
Current Report on Form 8-K
Dated October 29, 1996
Worthington Foods, Inc.
Exhibit
No. Description Page
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99(a) Certificate of Adjustment by the 6
Company dated as of October 29, 1996
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EXHIBIT 99(a)
CERTIFICATE OF ADJUSTMENT OF
PREFERRED STOCK PURCHASE RIGHTS
Pursuant to Section 12 of the Rights Agreement (the "Rights Agreement")
dated as of June 13, 1995, as amended, between Worthington Foods, Inc., an
Ohio corporation (the "Company"), and National City Bank (the "Rights Agent"),
the Company hereby certifies that each Right issued pursuant to the Rights
Agreement is hereby adjusted so that it shall hereafter represent the right to
purchase three-fifths of one one-hundredth of a Series A Junior Participating
Preferred Share, without par value ("Preferred Share"), of the Company. The
exercise price for each Right will continue to be $92.00 for each one
one-hundredth of a Preferred Share. Each issued and outstanding common share
of the Company shall continue to be accompanied by one Right. The foregoing
adjustment is made pursuant to Section 11(n) of the Rights Agreement, in
connection with the four-for-three stock split of the Common Stock which will
be effected on or about December 6, 1996, by means of the issuance of one
additional share of Common Stock for every three shares of Common Stock
outstanding on November 15, 1996. The Redemption Price (as defined in the
Rights Agreement) shall be adjusted from $.008 per Right to $.006 per Right.
These adjustments shall be effective upon the date of distribution of such
stock split.
WORTHINGTON FOODS, INC.
By: Ronald L. McDermott
______________________________
Its: Secretary
Date: October 29, 1996
