Current Report Filing (8-k)
January 06 2020 - 11:15AM
Edgar (US Regulatory)
WORTHINGTON INDUSTRIES INC
false
0000108516
0000108516
2019-12-31
2019-12-31
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): December 31, 2019
WORTHINGTON INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Ohio
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1-8399
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31-1189815
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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200 Old Wilson Bridge Road, Columbus, Ohio 43085
(Address of Principal Executive Offices) (Zip Code)
(614) 438-3210
(Registrant's telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, without par value
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WOR
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01. Other Events.
On December 31, 2019, Worthington Industries, Inc. (the “Company”) acquired a majority ownership of the Samuel Steel Pickling Company, a joint venture the Company has had with Samuel, Son & Co. since 2010.
The transaction includes contributing the Company’s recently acquired Heidtman Cleveland facility to the joint venture, which also has facilities in Cleveland and Twinsburg, OH. The joint venture will now be called Worthington Samuel Coil Processing LLC and its earnings will be consolidated into the Company’s Steel Processing business unit. The Company now has a 63 percent interest in the joint venture, and Samuel, Son & Co. holds a 37 percent interest.
The joint venture will now include approximately 170 employees working at three facilities in northern Ohio, including one in Twinsburg and two located in the greater Cleveland area.
Item 9.01. Financial Statements and Exhibits.
(a) through (c): Not applicable.
(d) Exhibits:
The following exhibit is included with this Current Report on Form 8‑K:
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.
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WORTHINGTON INDUSTRIES, INC.
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Date: January 6, 2020
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By:
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/s/Dale T. Brinkman
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Dale T. Brinkman, Senior Vice President-
Administration, General Counsel & Secretary
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