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
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Date of Report (Date of earliest event reported): November 23, 2015
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WORTHINGTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| 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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(IRS Employer
Identification No.)
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| 200 Old Wilson Bridge Road, Columbus, Ohio |
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43085 |
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(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:
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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)) |
Item 8.01. Other Events.
On November 23, 2015, Worthington Industries, Inc. ("Worthington") issued a news release announcing that its Cryogenics business in the Pressure Cylinders segment is purchasing the assets of the global CryoScience business of Taylor Wharton, including a manufacturing facility in Theodore, Alabama. Worthington will also acquire certain other intellectual property and manufacturing assets of Taylor Wharton focused on the cryogenic industrial and LNG markets. The asset purchase is being made pursuant to the Chapter 11 bankruptcy proceedings of Taylor Wharton for $33.25 million and is expected to close on or about December 7, 2015.
Item 9.01 Financial Statements and Exhibits.
(a) – (c) Not applicable.
(d) Exhibits:
99.1 News Release issued by Worthington Industries, Inc. on November 23, 2015.
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: November 30, 2015 |
By: /s/ Dale T. Brinkman |
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Dale T. Brinkman, Vice President – |
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Administration, General Counsel and Secretary |
Worthington to Acquire Taylor Wharton CryoScience Business
COLUMBUS, OH -- November 23, 2015 -- Worthington Industries, Inc. (NYSE: WOR) announced today that its Cryogenics business in the Pressure Cylinders segment is purchasing the assets of the global CryoScience business of Taylor Wharton, including a manufacturing facility in Theodore, Ala. Worthington will also acquire certain other intellectual property and manufacturing assets of Taylor Wharton focused on the cryogenic industrial and LNG markets. The asset purchase is being made pursuant to the Chapter 11 bankruptcy proceedings of Taylor Wharton for $33.25 million and is expected to close on or about Dec. 7.
The CryoScience product line includes cryogenic biologic specimen storage, dewars/shippers, controls and data management solutions for global biomedical research and development, healthcare, bio-banking, pharmaceutical, biotechnology and animal husbandry markets. The business also distributes products through warehouses located in Germany and Australia.
"This purchase extends our cryogenic capabilities into new, global end markets in life science and healthcare," said Sean Murray, general manager of Worthington's Cryogenics business. "Taylor Wharton began manufacturing its CryoScience product in 1957 and has developed a robust portfolio of quality products and a strong distribution network in the bioscience space, which we plan to grow. We are also excited about the U.S. manufacturing platform the Alabama facility affords us as we grow in cryogenic industrial gas and LNG."
Worthington plans to leverage the manufacturing assets of the Theodore, Ala., facility to produce hydrogen, industrial gas and LNG cryogenic transport trailers that are currently being produced in its Boston facility (formerly James Russell Engineering), and eventually move all transport trailer production to Alabama. In the future, this facility could also provide industrial and LNG products such as bulk, microbulk and engineered systems for gas and liquid applications in markets including energy production, industrial fabrication and manufacturing, and hydrogen distribution.
About Worthington Industries
Worthington Industries is a leading global diversified metals manufacturing company with 2015 fiscal year sales of $3.4 billion. Headquartered in Columbus, Ohio, Worthington is North America's premier value-added steel processor providing customers with wide ranging capabilities, products and services for a variety of markets including automotive, construction and agriculture; a global leader in manufacturing pressure cylinders for industrial gas and cryogenic applications, CNG and LNG storage, transportation and alternative fuel tanks, oil and gas equipment, and brand consumer products for camping, grilling, hand torch solutions and helium balloon kits; and a manufacturer of operator cabs for heavy mobile industrial equipment; laser welded blanks for light weighting applications; automotive racking solutions; and through joint ventures, complete ceiling grid solutions; automotive tooling and stampings; and steel framing for commercial construction. Worthington employs approximately 10,000 people and operates 83 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 its ability to increase market participation, expand and integrate capacity, increase efficiencies and reduce lead time, achieve growth in general and in specific markets, and other statements which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks described from time to time in the Company's filings with the Securities and Exchange Commission.
Cathy M. Lyttle
VP, Corporate Communications and Investor Relations
Phone: (614) 438-3077
E-mail: Cathy.Lyttle@WorthingtonIndustries.com
Sonya L. Higginbotham
Director, Corporate Communications
Phone: (614) 438-7391
E-mail: Sonya.Higginbotham@WorthingtonIndustries.com
200 Old Wilson Bridge Rd.
Columbus, Ohio 43085
WorthingtonIndustries.com