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) FEBRUARY 5, 1996
Worthington Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 31-1189815
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(State or other Jurisdiction of Incorporation) (IRS Employer Identification No.)
0-4016
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(Commission File No.)
1205 Dearborn Drive, Columbus, Ohio 43085
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (614) 438-3210
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 5, 1996, Worthington Industries, Inc., through a wholly-owned
subsidiary, acquired all of the issued and outstanding capital stock of
Dietrich Industries, Inc., a Pennsylvania corporation ("Dietrich"), for
approximately $146 million in cash. The stock was purchased from the William
S. Dietrich, II Charitable Remainder Annuity Trust, which had previously been
the sole shareholder of Dietrich. Dietrich is involved primarily in the
manufacture and sale of metal framing products for the commercial and
residential construction markets.
The funds to make the purchase, and to refinance approximately $31
million of Dietrich debt, were obtained through a $180 million acquisition
bridge loan credit facility among the Registrant and Nationsbank, N.A., the
Bank of Nova Scotia, Bank One Columbus, N.A., PNC Bank, Ohio, National
Association, and Wachovia Bank of Georgia, N.A. The Registrant intends to
refinance the bridge loan with permanent financing within the next 12 months.
Further information concerning Dietrich is set forth in the financial
statements and pro forma financial information included in Item 7 of this
Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is presently
impractical to provide the financial statements of Dietrich Industries, Inc.
required to be included under this part (a). Such financial statements will be
filed by amendment to this Form 8-K as soon as practical, but in no event
later than sixty (60) days after the date of the filing of this Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION. It is presently impractical to
provide the pro forma financial information required to be included under this
part (b). Such pro forma financial information will be filed by amendment to
this Form 8-K as soon as practical, but in no event later than sixty (60) days
after the date of the filing of this Form 8-K.
(c) EXHIBITS.
(2) Stock Purchase Agreement dated as of January 16, 1996 among
Worthington Industries, Inc., Dietrich Industries, Inc. and the William S.
Dietrich, II Charitable Remainder Annuity Trust (excluding Exhibits). A list
of the Exhibits being excluded is attached to the back of the Stock Purchase
Agreement. The Registrant agrees to furnish supplementary to the Commission a
copy of the omitted Exhibits upon request.
SIGNATURES
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.
By: /S/DONALD G. BARGER, JR.
Donald G. Barger, Jr.
Vice President, Chief Financial Officer
Date: February 20, 1996