-----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, KpLM6ZWJE9zSfxC3YzsNIdWKbkH4cWijEAvLIgoyW4lYUFWaSb4QdfVfqvEJfw+g mmn0VobiawLZj9nZga4Snw== 0001157523-11-001339.txt : 20110302 0001157523-11-001339.hdr.sgml : 20110302 20110302170304 ACCESSION NUMBER: 0001157523-11-001339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110301 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110302 DATE AS OF CHANGE: 20110302 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: 11657133 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 a6633066.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):

March 2, 2011 (March 1, 2011)


WORTHINGTON INDUSTRIES, INC.

(Exact name of Registrant as Specified in its 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 8.01.   Other Events

On March 1, 2011, Worthington Industries, Inc. (“Worthington”) closed its agreement with Marubeni-Itochu Steel America Inc. (MISA) to combine Dietrich Metal Framing and ClarkWestern Building Systems, Inc. creating a joint venture between the two companies.  MISA acquired a 75% interest in the joint venture, and Worthington acquired a 25% interest.  The venture will be called ClarkDietrich Building Systems LLC.   A copy of the news release announcing the closing of the agreement is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  

Item 9.01.   Financial Statements and Exhibits.

(a) through (c):  Not applicable.

(d) Exhibits:

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No. Description
99.1 News Release issued by Worthington Industries, Inc. on March 2, 2011



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:

March 2, 2011

By:

/s/ Dale T. Brinkman

Dale T. Brinkman, Vice President-

Administration, General Counsel and Secretary



EX-99.1 2 a6633066ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Dietrich and ClarkWestern Finalize Joint Venture

COLUMBUS, Ohio--(BUSINESS WIRE)--March 2, 2011--Worthington Industries, Inc. (NYSE: WOR) announced today that it closed its agreement with Marubeni-Itochu Steel America Inc. (MISA) to combine Dietrich Metal Framing and ClarkWestern Building Systems, creating a joint venture between the two companies. MISA acquired a 75% interest in the joint venture, and Worthington acquired a 25% interest. The venture will be called ClarkDietrich Building Systems LLC.

The joint venture brings together two metal framing businesses representing a broad product line, excellent customer service, innovative products and strong leadership. By consolidating facilities into the joint venture, it becomes well positioned for the market recovery. The ClarkDietrich Building Systems joint venture will operate 13 manufacturing facilities across the country. Seven of Dietrich’s 13 facilities will be retained by Worthington and permanently closed following a three to six month transition period. One of ClarkWestern Building Systems facilities will be closed.

As part of the asset exchange, structured as a cashless transaction with the exception of working capital adjustments and other transition payments, Worthington Steel will acquire the assets of three MISA Metals Inc. steel processing locations.

About ClarkDietrich Building Systems LLC
ClarkDietrich Building Systems LLC is a joint venture combining ClarkWestern Building Systems with Dietrich Metal Framing. The joint venture manufactures a full line of drywall studs and accessories, structural studs and joists, metal lath and accessories, and shaft wall studs and track. ClarkDietrich Building Systems combines quality manufacturing, a broad product line, engineering services, responsive customer service and strong management as the industry leader of light gauge steel framing in the United States.

About Marubeni-Itochu Steel America Inc. (MISA)
MISA is a fully integrated network of metal processing and manufacturing facilities and sales and service offices strategically located in the United States, Canada and Mexico. Founded in 2001, the company is a recognized industry leader in all aspects of supply chain management and processed metals for the automotive, construction and other major industries.

MISA is a wholly owned subsidiary of Marubeni-Itochu Steel Inc. and is the subsidiary responsible for international trade, processing and manufacturing operations in the Americas. Marubeni-Itochu Steel Inc. is a global leader in metal trading, processing and manufacturing with revenue of $15.1 billion in fiscal year 2009. Marubeni-Itochu Steel Inc. employs approximately 7,800 people and operates 45 offices in 23 countries worldwide.

About Worthington Industries
Worthington Industries is a leading diversified metals manufacturing company with 2010 fiscal year sales of approximately $1.9 billion. The Columbus, Ohio based company is North America’s premier value-added steel processor and a leader in manufactured pressure cylinders, such as propane, oxygen and helium tanks, hand torches, refrigerant and industrial tanks, camping cylinders, alternative fuel storage, and scuba tanks; light gauge steel framing for commercial and residential construction; framing systems and stairs for mid-rise buildings; current and past model automotive service stampings; steel pallets and racks; and through joint ventures, suspension grid systems for concealed and lay-in panel ceilings, and laser welded blanks. Worthington employs approximately 6,500 people and operates 67 facilities in 11 countries.

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 the formation of the joint venture and its expected strength, profitability, operations, benefits and opportunities, facilities expected to be operated and closed, 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: failure to reach definitive agreements; difficulties in integrating the businesses and achieving cost savings, and other expected benefits in the joint venture; demand, pricing, competition, and overall economic and business conditions in the construction industry, and those risks described from time to time in filings with the United States Securities and Exchange Commission.

CONTACT:
Worthington Industries, Inc.
Cathy M. Lyttle, 614-438-3077
VP, Corporate Communications and Investor Relations
E-mail: cmlyttle@WorthingtonIndustries.com
or
Sonya L. Higginbotham, 614-438-7391
Director, Corporate Communications
E-mail: slhiggin@WorthingtonIndustries.com
or
www.WorthingtonIndustries.com

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