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Exhibit 4(d)
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. Unless and until it is exchanged in
whole or in part for the individual Debt Securities represented hereby, this
Global Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
Unless this Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
Company or its agent for registration of transfer, exchange or payment, and any
security issued is registered in the name of Cede & Co., or such other name as
requested by an authorized representative of the Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
NO.___________ CUSIP NO. ________________
WORTHINGTON INDUSTRIES, INC.
______________ DECS SM
(Debt Exchangeable for Common Stock SM)
7 1/4% Exchangeable Note due March 1, 2000
(Subject to Exchange at Maturity into Shares of
Class A Common Stock, Par Value $.01 Per Share,
of Rouge Steel Company)
Worthington Industries, Inc., a Delaware corporation (hereinafter
called the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of _____________________
__________________________________________________________________ DOLLARS (or
$15.50 for each Debt Exchangeable for Common Stock (each, a "DECS") represented
by this note) on March 1, 2000 (subject to the mandatory exchange provisions at
Maturity described below), and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) on such principal amount from March 4,
1997, or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, quarterly on March 1, June 1,
September 1 and December 1 of each year (each, an "Interest Payment Date" and,
collectively, the "Interest Payment Dates"), commencing June 1, 1997, at the
rate per annum specified in the title of this note, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
said Indenture, be paid to the person in whose name this DECS (or the DECS in
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exchange or substitution for which this DECS was issued) is registered at the
close of business on the Regular Record Date (as defined below) for interest
payable on such Interest Payment Date. The Regular Record Date for any interest
payment is the close of business on the last day of the calendar month
immediately preceding the relevant Interest Payment Date, whether or not a
Business Day (as defined below), PROVIDED, that interest payable at Maturity
shall be payable to the person to whom the principal hereof is payable. In any
case where such Interest Payment Date shall not be a Business Day, then
(notwithstanding any other provision of said Indenture or this DECS) payment of
such interest need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such date,
and, if such payment is so made, no interest shall accrue for the period from
and after such date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered Holder on such Regular
Record Date, as the case may be, and may be paid to the person in whose name
this DECS (or the DECS in exchange or substitution for which this DECS was
issued) is registered at the close of business on a record date for the payment
of such interest to be fixed by the Trustee for the DECS, notice whereof shall
be given to Holders of the DECS not less than 10 days prior to such record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the DECS may be listed, and
upon such notice as may be required by such exchange. At Maturity, the principal
amount of this DECS will be mandatorily exchanged into a number of shares of
Class A Common Stock, par value $.01 per share (the "Rouge Common Stock"), of
Rouge Steel Company ("Rouge") at the Exchange Rate (as defined below). The
"Exchange Rate" is equal to (a) if the Maturity Price (as defined below) is
greater than $18.29 (the "Threshold Appreciation Price"), 0.8475 shares of Rouge
Common Stock per DECS, (b) if the Maturity Price is less than or equal to the
Threshold Appreciation Price but is greater than $15.50 (the "Initial Price"), a
fraction equal to the Initial Price divided by the Maturity Price of one share
of Rouge Common Stock per DECS (such fractional share being calculated to the
nearest 1/10,000th of a share or, if there is not a nearest 1/10,000th of a
share, to the next higher 1/10,000th of a share) and (c) if the Maturity Price
is less than or equal to the Initial Price, one share of Rouge Common Stock per
DECS. ACCORDINGLY, THE VALUE OF THE ROUGE COMMON STOCK TO BE RECEIVED BY HOLDERS
OF THE DECS (OR, AS DISCUSSED BELOW, THE CASH EQUIVALENT OR OTHER CONSIDERATION
THAT MAY BE RECEIVED IN LIEU OF OR IN ADDITION TO SUCH SHARES) AT MATURITY WILL
NOT NECESSARILY EQUAL THE PRINCIPAL AMOUNT OF SUCH DECS. Any shares of Rouge
Common Stock delivered by the Company to the Holders of the DECS that are not
affiliated with Rouge shall be free of any transfer restrictions, and the
holders of DECS will be responsible for the payment of any and all brokerage
costs upon the subsequent sale of such shares. No fractional shares of Rouge
Common Stock will be issued at Maturity as provided in the Indenture. The
Company may, at its option, in lieu of delivering either (a) all, but not less
than all of the shares of Rouge Common Stock otherwise deliverable on the date
of Maturity (the "All Cash Delivery Option") or (b) a percentage (selected by
the Company in its discretion, but not to exceed 20%) of the shares of Rouge
Common Stock otherwise deliverable on the date of Maturity (the "Partial Cash
Delivery Option"), in either case, deliver cash in an amount equal to the value
of the number of shares of Rouge Common Stock specified in clause (a) or (b) of
this sentence, as the case may be, at the Maturity Price as provided in the
Indenture; PROVIDED, HOWEVER, without regard to the exercise of either of the
foregoing options, with respect to those Holders to whom the Company
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has determined delivery of cash may violate applicable state law, the Company
will deliver shares of Rouge Common Stock as provided in the Indenture. An
election to exercise the Partial Cash Delivery Option with respect to a
percentage of the shares of Rouge Common stock otherwise deliverable on the date
of Maturity shall not in any way limit the Company's obligation to deliver the
remaining shares of Rouge Common Stock otherwise deliverable on the date of
Maturity. Notwithstanding the foregoing, (i) in the case of certain dilution
events, the Exchange Rate will be subject to adjustment and (ii) in the case of
certain adjustment events, the consideration received by Holders of DECS at
Maturity will be other securities and/or cash, each as provided in the
Indenture.
The "Maturity Price" is defined as the average Closing Price per
share of Rouge Common Stock on the 20 Trading Days immediately prior to (but not
including) the date of Maturity or, under certain circumstances, the market
value per share of Rouge Common Stock as of the date of Maturity as determined
by a nationally recognized independent investment banking firm retained for such
purpose by the Company, as provided in the Indenture. The "Closing Price" of any
security on any date of determination means (i) the closing sale price (or, if
no closing price is reported, the last reported sale price) of such security
(regular way) on the New York Stock Exchange (the "NYSE") on such date, (ii) if
such security is not listed for trading on the NYSE on any such date, as
reported in the composite transactions for the principal United States
securities exchange on which such security is so listed, (iii) if such security
is not so listed on a United States national or regional securities exchange, as
reported by the Nasdaq Stock Market, (iv) if such security is not so reported,
the last quoted bid price for such security in the over-the-counter market as
reported by the National Quotation Bureau or similar organization or (v) if such
security is not so quoted, the average of the mid-point of the last bid and ask
prices for such security from each of at least three nationally recognized
investment banking firms selected for this purpose by the Company. A "Trading
Day" is defined as a day on which the security the Closing Price of which is
being determined (i) is not suspended from trading on any national or regional
securities exchange or association or over-the-counter market at the close of
business and (ii) has traded at least once on the national or regional
securities exchange or association or over-the- counter market that is the
primary market for the trading of such security. "Business Day" means any day
that is not a Saturday, a Sunday or a day on which the NYSE, banking
institutions or trust companies in The City of New York, New York are authorized
or obligated by law or executive order to close.
Interest on this DECS will be payable, and delivery of Rouge
Common Stock and/or such other consideration as permitted or required herein
(or, at the Company's option, cash in an amount equal to the value of such Rouge
Common Stock and/or other consideration)
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in exchange for the principal amount of this DECS at Maturity will be made upon
surrender of this DECS, at the office or agency of the Company maintained for
that purpose in The City of New York, New York, and payment of interest on (and,
if the Company elects not to deliver Rouge Common Stock and/or other securities
upon exchange at Maturity, the cash equivalent thereof payable upon exchange for
the principal amount of) this DECS will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; PROVIDED, HOWEVER, that at the option of the
Company payment of interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear on the register for the
DECS.
ADDITIONAL PROVISIONS OF THIS DECS ARE CONTAINED ON THE REVERSE
HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH
IN THIS PLACE.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee for this DECS by manual signature, this DECS
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose. "DECS" and "Debt Exchangeable for Common Stock" are
service marks of Salomon Brothers Inc.
IN WITNESS WHEREOF, Worthington Industries, Inc. has caused this
instrument to be duly executed under its corporate seal.
Dated: WORTHINGTON INDUSTRIES, INC.
By:______________________
Name:
Title:
By:______________________
Name:
Title:
Attest:
Name:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated
herein and referred to in the within-mentioned Indenture.
PNC BANK, OHIO, NATIONAL ASSOCIATION
as Trustee
By:____________________________
Authorized Signature
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WORTHINGTON INDUSTRIES, INC.
7 1/4% Exchangeable Note due March 1, 2000
(Subject to Exchange at Maturity into Shares of
Class A Common Stock, Par Value $.01 Per Share,
of Rouge Steel Company)
This DECS is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness (hereinafter called the "Debt
Securities") of the Company of the series hereinafter specified, which series is
limited in aggregate principal amount to $92,993,800, all such Debt Securities
issued and to be issued under an indenture dated as of May 15, 1996 between the
Company and PNC Bank, Ohio, National Association, as Trustee, as supplemented by
a First Supplemental Indenture dated as of February 26, 1997 (as so supplemented
and as may be further supplemented from time to time, the "Indenture") between
the Company and PNC Bank, Ohio, National Association as trustee (herein called
the "Trustee," which term includes any successor Trustee under the Indenture),
pursuant to which the Company has designated PNC Bank, Ohio, National
Association as Trustee for the DECS, to which Indenture and all other indentures
supplemental thereto reference is hereby made for a statement of the rights and
limitation of rights thereunder of the Holders of the Debt Securities and of the
rights, obligations, duties and immunities of the Trustee for each series of
Debt Securities and of the Company, and the terms upon which the Debt Securities
are and are to be authenticated and delivered. As provided in the Indenture, the
Debt Securities may be issued in one or more series, which different series may
be issued in various aggregate principal amounts, may be denominated in
currencies other than U.S. Dollars, (including composite currencies), may mature
at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking fund or other purchase provisions, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This DECS is one of a series of the Debt Securities
designated as 7 1/4% Exchangeable Notes Due March 1, 2000.
The DECS may not be redeemed prior to Stated Maturity and are not
entitled to the benefit of any sinking fund.
The provisions contained in the Indenture for defeasance of the
Company's obligations upon compliance by the Company with certain conditions set
forth therein will not be applicable to the DECS. Certain other provisions
contained in the Indenture pertaining to satisfaction and discharge of the
Indenture upon deposit of funds with the Trustee shall apply to the DECS in the
manner set forth in the First Supplemental Indenture referred to above.
If an Event of Default with respect to the DECS, as defined in
the Indenture, shall occur and be continuing, the principal of all DECS may be
declared due and payable and therefore will result in the mandatory exchange of
the principal amount thereof for Rouge Common Stock and/or other consideration
as permitted or required under the terms hereof (or, at the Company's option,
cash), all in the manner and with the effect provided in the Indenture.
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The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debt Securities
of each series under the Indenture at any time by the Company with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Debt Securities at the time outstanding of each series to be affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to such series. Any such consent or waiver by the Holder of this
DECS shall be conclusive and binding upon such Holder and upon all future
Holders of this DECS and of any DECS issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent of
waiver is made upon this DECS.
No reference herein to the Indenture and no provision of this
DECS or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this DECS at the times, place and rate, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this DECS is transferable on the register for the DECS, upon
surrender of this DECS for registration of transfer at the office or agency of
the Company to be maintained for that purpose in The City of New York, New York,
or at any other office or agency of the Company maintained for that purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar for the DECS duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new DECS, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with the registration of such transfer or exchange,
other than certain exchanges not involving any transfer.
Certain capitalized terms used in this DECS but not defined
herein have the meanings set forth in the Indenture.
THIS DECS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company, the Trustee for the DECS and any agent of the
Company or such Trustee may treat the person in whose name this DECS is
registered as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this DECS be overdue, and
neither the Company, such Trustee nor any such agent shall be affected by notice
to the contrary.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________ Custodian ____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
Please insert Social Security or Taxpayer I.D. or other
Identifying Number of Assignee
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Please Print or Type Name and Address Including Postal Zip Code of Assignee
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the within DECS and all rights thereunder, hereby irrevocably constituting and appointing
______________________________________________________________________________________________________attorney
to transfer said DECS on the books of Worthington Industries, Inc. with full power of substitution in the
premises.
Dated:_______________________________ _________________________________________________________________
Signature
_________________________________________________________________
NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within DECS in every
particular, without alteration or enlargement or any change
whatsoever.
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