UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2003
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Commission file number: 33-57981
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Worthington Industries, Inc. Deferred Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and address
of its principal executive office:
Worthington Industries, Inc.
1205 Dearborn Drive
Columbus, Ohio 43085
Item 5. Other Events and Regulation FD Disclosure.
CHANGE IN INDEPENDENT AUDITORS FOR THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN:
Ernst & Young LLP ("Ernst & Young") has been the independent auditor of
the financial statements of the Worthington Industries, Inc. Deferred Profit
Sharing Plan (the "Plan"). By letter dated April 21, 2003, Ernst & Young
resigned as independent auditors for the Plan and the client relationship
between Ernst & Young and the Plan has ceased. Ernst & Young has provided and
continues to provide outsourced internal audit services to Worthington
Industries, Inc. (the "Company"), which is the issuer of certain of the
securities held pursuant to the Plan.
Accordingly, PricewaterhouseCoopers LLP has been engaged as the
independent auditors of the Plan's financial statements commencing with the
audit of the financial statements for the plan year ended December 31, 2002. The
Administrative Committee which administers the Plan authorized the change in
independent auditors for the Plan effective as of April 21, 2003.
The reports of independent auditors issued by Ernst & Young on the
financial statements of the Plan as of and for the plan years ended December 31,
2001 and December 31, 2000 did not contain any adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. Further, during the Plan's two most recent plan years
ended December 31, 2002, and during the subsequent interim period through April
21, 2003, there were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure in respect of the Plan, which, if not resolved to Ernst &
Young's satisfaction, would have caused Ernst & Young to make reference to the
subject matter of the disagreement in connection with its reports on the Plan's
financial statements.
None of the reportable events described in Item 304(a)(1)(v) of
Regulation S-K occurred in respect of the Plan during the Plan's two most recent
plan years ended December 31, 2002, or during the subsequent interim period
through April 21, 2003.
The Company provided Ernst & Young with a copy of the foregoing
disclosures, which are the same disclosures as were included in Item 5 of the
Form 8-K, dated April 24, 2003, of the Plan. A letter from Ernst & Young, dated
April 24, 2003, confirming its agreement with the disclosures in the first,
third and fourth paragraphs of Item 5 on page 2 in the Form 8-K, dated April 24,
2003, of the Plan, is filed with this Current Report on Form 8-K/A as Exhibit
99.
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During the Plan's two most recent plan years ended December 31, 2002
and during the subsequent interim period through April 21, 2003, neither the
Administrative Committee which administers the Plan nor anyone else on the
Plan's behalf consulted with PricewaterhouseCoopers LLP with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, in respect of the Plan or regarding any of the other
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K as
they may relate to the Plan.
Item 7. Financial Statements and Exhibits.
(a) and (b) Not Applicable
(c) Exhibit: The following exhibit is being filed herewith:
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Exhibit No. Description
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99 Letter from Ernst & Young LLP regarding change in
independent auditors for the Worthington Industries,
Inc. Deferred Profit Sharing Plan
[Remainder of page intentionally left blank;
signature on following page.]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee which administers the Worthington Industries, Inc.
Deferred Profit Sharing Plan has duly caused this Current Report on Form 8-K/A
to be signed on its behalf by the undersigned hereunto duly authorized.
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
Dated: May 7, 2003 By: /s/ Dale T. Brinkman
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Printed Name: Dale T. Brinkman
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Title: Member of the Administrative
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Committee which administers the
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Worthington Industries, Inc.
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Deferred Profit Sharing Plan
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INDEX TO EXHIBITS
Current Report on Form 8-K/A
Dated May 7, 2003
Exhibit No. Description
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99 Letter from Ernst & Young LLP regarding change in independent
auditors for the Worthington Industries, Inc. Deferred Profit
Sharing Plan
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