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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 1997
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WORTHINGTON FOODS, INC.
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Exact name of registrant as specified in its charter)
Ohio 0-19887 31-0733120
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(State of (Commission File (IRS Employer
Incorporation) Number) 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)
Not Applicable
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(Former name or former address,
if changed since last report.)
Page 1 of 5 Pages
Index to Exhibits at Page 4
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Item 5. Other Events.
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On October 14, 1997, the Board of Directors of Worthington Foods, Inc.
(the "Company") declared a distribution in the form of a share split (the "Share
Split") whereby one additional common share will be distributed for every three
common shares outstanding as of the close of business on November 14, 1997
(i.e., a four-for-three share split). The Share Split will be distributed on or
about December 5, 1997, to holders of record of the Company's common shares on
November 14, 1997. No fractional shares will be distributed to shareholders in
connection with the Share Split. If a shareholder would otherwise be entitled to
receive a fractional share as a result of the Share 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 Share Split as
reported on The NASDAQ National Market System, as adjusted for the Share 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, three-fifths (3/5) 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-hundredth of a Preferred Share purchasable
after the Share Split upon exercise of a Right. Effective on the date of
distribution of the Share Split, the Right 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 nine-twentieths (9/20) 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 Share Split will continue
to be accompanied by one Right.
Item 7. Financial Statements and Exhibits.
(a) - (b) Not applicable.
(c) Exhibits:
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Exhibit 99(a) - Certificate of Adjustment of Preferred Share
Purchase Rights, dated November 4, 1997.
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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 hereunto duly authorized.
Dated: November 4, 1997 WORTHINGTON FOODS, INC.
By: /s/ Dale E. Twomley
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Dale E. Twomley
President and Chief Executive
Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated November 4, 1997
Worthington Foods, Inc.
Exhibit No. Description Page
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99(a) Certificate of Adjustment of Preferred 5
Share Purchase Rights, dated November 4,
1997
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Exhibit 99(a)
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CERTIFICATE OF ADJUSTMENT OF
PREFERRED SHARE 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 nine-twentieths (9/20) 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 share split (the "Share Split") of the
common shares of the Company which will be effected on or about December 5,
1997, by means of the distribution of one additional common share for every
three common shares outstanding on November 14, 1997. The Redemption Price (as
defined in the Rights Agreement) shall be adjusted from $.006 per Right to
$.0045 per Right. These adjustments shall be effective upon the date of
distribution of the Share Split.
Date: November 4, 1997 WORTHINGTON FOODS, INC.
By: /s/ Dale E. Twomley
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Its: President
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