-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7z3qKjC5e2sse1VLiKaoabl4iLJGSuAEgTSDRdwivPWFETLrtYiZHfENBgeHUnz J1oSbs/BRq7n3pMIHxuhAg== 0001157523-08-008365.txt : 20081024 0001157523-08-008365.hdr.sgml : 20081024 20081024085521 ACCESSION NUMBER: 0001157523-08-008365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081023 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON INDUSTRIES INC CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 081138388 BUSINESS ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 8-K 1 a5812370.htm WORTHINGTON INDUSTRIES, INC. 8-K



UNITED STATES

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 24, 2008 (October 23, 2008)


WORTHINGTON INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)


Ohio

1-8399

31-1189815

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

200 Old Wilson Bridge Road, Columbus, Ohio

43085

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(614) 438-3210

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.05

Costs Associated with Exit or Disposal Activities.

Worthington Industries, Inc. (the “Company”) announced on October 23, 2008, that it will reduce its workforce by nearly 300 through a combination of plant closings and layoffs.  Plant closures will occur at the Louisville, Kentucky steel processing facility and the Renton, Washington metal framing facility.  The Louisville facility employs 50 people and is expected to close by May 31, 2009.  The Renton facility employs 22 people and is expected to be closed by December 31, 2008.  The steel processing business segment will also reduce its workforce by an additional 60 seasonal and temporary employees, and the metal framing business segment will lay off an additional 150 employees across its organization.

These actions are a continuation of a broad-based cost cutting and transformational effort the Company began a year ago.   The Company expects that these actions will result in annual savings of approximately $13 million, with one-time expenses of approximately $6 million of which approximately $3 million is non-cash.  The $6 million is comprised of approximately $3 million for asset write-downs and approximately $2 million for severance benefits with the balance for shut down costs, facility repairs and lease termination costs.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“the Act”).  Statements by the Company, related to expected savings, future restructuring expenses and other statements which are not historical information, constitute “forward-looking statements” within the meaning of the Act.  All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected.  Any number of factors that could cause actual results to differ materially including, without limitation: the effect of national, regional and worldwide economic conditions generally and within major product markets, including a prolonged or substantial economic downturn; product demand and pricing; changes in product mix, product substitution and market acceptance of the company’s products; fluctuations in pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities and other items required by operations; effects of facility closures and the consolidation of operations; the effect of consolidation and other changes within the steel, automotive, construction and related industries; failure to maintain appropriate levels of inventories; the ability to realize targeted expense reductions such as head count reductions, facility closures and other expense reductions; the ability to realize other cost savings and operational efficiencies and improvements on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and achieve synergies therefrom; capacity levels and efficiencies within facilities and within the industry as a whole; financial difficulties (including bankruptcy filings) of customers, suppliers, joint venture partners and others with whom the company does business; the effect of disruption in business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, acts of war or terrorist activities or other causes; changes in customer inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability, and foreign currency exposure; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; adverse claims experience with respect to workers compensation, product recalls or liability, casualty events or other matters; deviation of actual results from estimates and/or assumptions used by the company in the application of its significant accounting policies; level of imports and import prices in the company’s markets; the impact of judicial rulings and governmental regulations, both in the United States and abroad; and other risks described from time to time in the company’s filings with the United States Securities and Exchange Commission.

2

Item 2.06

Material Impairments.

The information contained in Item 2.05 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

 

(a) – (c)

Not applicable.

 

(d)

Exhibits:

 

99.1    News Release issued by Worthington Industries, Inc. on October 23, 2008


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.

 

WORTHINGTON INDUSTRIES, INC.

 

 

 

Date:

October 24, 2008

By:

/s/ Dale T. Brinkman

Dale T. Brinkman, Vice President-Administration,

General Counsel and Secretary

3

EX-99.1 2 a5812370-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Worthington Industries Announces Layoffs and Facility Closings

282 Employees; Louisville and Renton to Close

COLUMBUS, Ohio--(BUSINESS WIRE)--October 23, 2008--Worthington Industries (NYSE: WOR) announced today that the company will reduce its workforce by nearly 300 through a combination of plant closings and layoffs. The facilities to be closed are: in steel processing, the Louisville, Ky., facility and in metal framing, the Renton, Wash., location.

“These actions are a continuation of the broad-based cost cutting and transformational effort we began a year ago,” said John P. McConnell, Chairman and CEO of Worthington Industries. “Pursuing these efforts is even more important as the industry sees the downward declines in the automotive, construction and other markets. It is never pleasant to displace employees, but it is critical that we control our costs and appropriately manage our balance sheet during these difficult economic conditions. We also intend to drive additional cost savings by optimizing work schedules and reducing or eliminating overtime.” McConnell added, “While this has become a more challenging business environment, our focus is on preserving what has distinguished us throughout prior economic cycles: profitability, financial strength and consistent dividends.”

The Louisville facility was opened in 1961, the first facility in the Worthington Steel Company outside of Columbus. At the time, it served a growing Southern market including large appliance manufacturers and a number of roll-forming companies. While profitable for a number of decades, the market in this region significantly shifted in recent years. Louisville employs 50 employees and is expected to close by May 31, 2009. The steel processing business segment is also reducing its workforce by 60 seasonal and temporary workers. The Renton facility employs 22 and will be closed by December 31, 2008. The metal framing facility was opened in 2000, but has experienced a decline in demand the past two years. Dietrich Metal Framing is laying off an additional 150 employees across the organization.

It is estimated that these actions will result in annual savings of $13 million with one-time expenses of $6 million, primarily due to severance costs and asset write-downs.


Worthington Industries is a leading diversified metal processing company with annual sales of approximately $3 billion. The Columbus, Ohio, based company is North America’s premier value-added steel processor and a leader in manufactured metal products such as metal framing, pressure cylinders, automotive past model service stampings, metal ceiling grid systems and laser welded blanks. Worthington employs approximately 8,000 people and operates 68 manufacturing facilities in 11 countries.

Founded in 1955, the company operates under a long-standing corporate philosophy rooted in the golden rule, with earning money for its shareholders as the first corporate goal. This philosophy, an unwavering commitment to the customer, and one of the strongest employee/employer partnerships in American industry serve as the company’s foundation.

Safe Harbor Statement

The company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements by the company relating to projected timing, results, cost savings, charges, expenditures, impacts and benefits from transition plans, plant closings, cost reduction efforts, layoffs and other workforce reductions, or other new initiatives; expected cost savings, profitability, balance sheet strength, financial strength or dividend payments; future or expected growth, growth opportunities, performance, sales, operating results and earnings per share; projected capacity and working capital needs; pricing trends for raw materials and finished goods, and the impact of pricing charges; anticipated capital expenditures and asset sales; projected timing, results, costs, charges and expenditures related to acquisitions or to facility startups, dispositions, shutdowns and consolidations; new products, services and markets; expectations for company and customer inventories, jobs and orders; expectations for the economy and markets; expectations for improvements in efficiencies or the supply chain; expectations for improving margins and increasing shareholder value; effects of judicial rulings and other non-historical matters constitute “forward-looking statements” within the meaning of the Act. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation: the effect of national, regional and worldwide economic conditions generally and within major product markets, including a prolonged or substantial economic downturn; product demand and pricing; changes in product mix, product substitution and market acceptance of the company’s products; fluctuations in pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities and other items required by operations; effects of facility closures and the consolidation of operations; the effect of consolidation and other changes within the steel, automotive, construction and related industries; failure to maintain appropriate levels of inventories; the ability to realize targeted expense reductions such as head count reductions, facility closures and other expense reductions; the ability to realize other cost savings and operational efficiencies and improvements on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and achieve synergies therefrom; capacity levels and efficiencies within facilities and within the industry as a whole; financial difficulties (including bankruptcy filings) of customers, suppliers, joint venture partners and others with whom the company does business; the effect of disruption in business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, acts of war or terrorist activities or other causes; changes in customer inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability, and foreign currency exposure; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; adverse claims experience with respect to workers compensation, product recalls or liability, casualty events or other matters; deviation of actual results from estimates and/or assumptions used by the company in the application of its significant accounting policies; level of imports and import prices in the company’s markets; the impact of judicial rulings and governmental regulations, both in the United States and abroad; and other risks described from time to time in the company’s filings with the United States Securities and Exchange Commission.

CONTACT:
Worthington Industries
Media Contact:
Cathy M. Lyttle, 614-438-3077
VP, Corporate Communications
E-mail: cmlyttle@WorthingtonIndustries.com
or
Investor Contact:
Allison M. Sanders, 614-840-3133
Director, Investor Relations
E-mail: asanders@WorthingtonIndustries.com
or
www.WorthingtonIndustries.com

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