a6159538.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
[Rule
13d-101]
Under the
Securities Exchange Act of 1934
(Amendment
No. 1) *
WORTHINGTON INDUSTRIES, INC. |
(Name of
Issuer) |
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Common Shares, No
Par Value |
(Title of Class of
Securities) |
|
981811 10 2 |
(CUSIP
Number) |
|
Dale
T. Brinkman, Esq.
Worthington
Industries, Inc.
200
Old Wilson Bridge Road
Columbus,
OH 43085
(614)
438-3001
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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|
January 8,
2010 |
(Date of Event which
Requires Filing of this Statement) |
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. o
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
(Continued
on following pages)
Page
1 of 6
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 981811 10 2 |
13D |
Page 2 of
6 |
1.
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NAME
OF REPORTING PERSON
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John
P. McConnell
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions):
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(a)
o
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(b)
o
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3.
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SEC
USE ONLY:
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4.
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SOURCE
OF FUNDS (see instructions):
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OO
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e): o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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7.
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SOLE
VOTING POWER:
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8.
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SHARED
VOTING POWER:
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9.
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SOLE
DISPOSITIVE POWER:
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14,970,405
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10.
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SHARED
DISPOSITIVE POWER:
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565,600
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions): o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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14.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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CUSIP
No. 981811 10 2 |
13D |
Page 3 of
6 |
Item 1. Security and
Issuer.
This
Schedule 13D relates to the Common Shares, no par value (the “Common
Shares”), of Worthington Industries, Inc., an Ohio corporation (“Worthington
Industries”). The address of the principal executive offices of
Worthington Industries is 200 Old Wilson Bridge Road, Columbus, OH
43085.
Item
2. Identity and
Background.
(a) Name
of reporting person:
John P.
McConnell (referred to in this Schedule 13D as “Mr. McConnell”)
(b) Business
address of reporting person:
Worthington
Industries, Inc.
200 Old
Wilson Bridge Road
Columbus,
OH 43085
(c) Present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is
conducted:
Mr.
McConnell serves as the Chief Executive Officer, a director and the Chairman of
the Board of Worthington Industries, a diversified metal processing
company. The address of the principal executive offices of
Worthington Industries is 200 Old Wilson Bridge Road, Columbus,
OH 43085.
(d) During
the last five years, Mr. McConnell has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, Mr. McConnell has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship
of reporting person:
United
States of America
Item
3. Source and Amount of Funds
or Other Consideration.
Please see
Items 4 and 5 of this Schedule 13D.
Item
4. Purpose of
Transaction.
On April
25, 2008, John H. McConnell, the father of Mr. McConnell, passed
away. In connection with his father’s passing, Mr. McConnell became
the beneficial owner (for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder) of additional
Common Shares of Worthington Industries as described in Item 5 of this Schedule
13D, which resulted in Mr. McConnell beneficially owning more than five percent
of the outstanding Common Shares of Worthington Industries.
CUSIP
No. 981811 10 2 |
13D |
Page 4 of
6 |
Between
October 5, 2009 and January 8, 2010, Mr. McConnell, in his capacity as
co-executor of the Estate of John H. McConnell, sold an aggregate of 1,200,000
Common Shares in a series of open market transactions. As a result of
these sales, Mr. McConnell’s beneficial ownership of the outstanding Common
Shares of Worthington Industries decreased by more than one
percent.
Mr.
McConnell has served as a director of Worthington Industries continuously since
1990. Since that time, Mr. McConnell’s ownership of the Common Shares
of Worthington Industries has been publicly reported on Forms 3 and 4 filed with
the Securities and Exchange Commission (the “Commission”) on his behalf, and has
been disclosed annually in Worthington Industries’ definitive proxy statements
filed with the Commission and made available to the shareholders of Worthington
Industries.
Although
Mr. McConnell has not formulated any current plans or proposals other than as
described in the Item 4, he may from time to time acquire, or dispose of, Common
Shares and/or other securities of Worthington Industries if and when he deems it
appropriate. Mr. McConnell may formulate other plans or proposals
relating to securities of Worthington Industries to the extent deemed advisable
in light of general market and economic conditions, investment policies, the
prospects of Worthington Industries and various other factors.
Item
5. Interest in Securities of
the Issuer.
(a) As
of the date of this Schedule 13D, Mr. McConnell has beneficial ownership
of 17,964,317 Common Shares of Worthington Industries (22.4% of the
outstanding Common Shares), including 917,000 Common Shares that Mr. McConnell
has the right to acquire upon the exercise of stock options which are currently
exercisable or will first become exercisable within 60 days of the date
hereof. The percent of the outstanding Common Shares is based upon
the sum of (i) 79,173,053 Common Shares of Worthington Industries outstanding as
of December 31, 2009 and (ii) 917,000 Common Shares that Mr. McConnell has the
right to acquire upon exercise of stock options which are currently exercisable
or will first become exercisable within 60 days of the date
hereof. Please see the footnotes to Item 5(b) below for information
regarding Mr. McConnell’s beneficial ownership of the Common
Shares.
(b)
Number of Common Shares as to which Mr. McConnell has:
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(i)
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Sole
power to vote or to direct the vote: 14,970,405
(1)
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(ii)
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Shared
power to vote or to direct the vote: 565,600
(2)
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(iii)
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Sole
power to dispose or to direct the disposition of: 14,970,405
(1)
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(iv)
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Shared
power to dispose or to direct the disposition of: 565,600
(2)
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1)
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Includes
917,000 Common Shares which Mr. McConnell has the right to acquire upon
the exercise of stock options which are currently exercisable or will
first become exercisable within 60 days of the date
hereof.
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CUSIP
No. 981811 10 2 |
13D |
Page 5 of
6 |
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Includes
18,386 Common Shares held in the Worthington Industries, Inc. Deferred
Profit Sharing Plan.
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Includes
12,415,982 Common Shares held of record by JDEL, Inc., a Delaware
corporation (“JDEL”). Effective May 2, 2008, following the
death of John H. McConnell, the directors of JDEL granted Mr. McConnell
sole voting and investment power with respect to these 12,415,982 Common
Shares. JDEL has the right to receive the dividends from and
the proceeds from the sale of such 12,415,982 Common
Shares.
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Includes
78,623 Common Shares held by Mr. McConnell as custodian for his
children.
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Includes
118,000 Common Shares held by The McConnell Family Trust of which Mr.
McConnell is co-trustee and has sole voting and dispositive
power.
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Includes
255,875 Common Shares held by the Margaret R. McConnell Trust f/b/o
Margaret Kollis of which Mr. McConnell is trustee and has sole voting and
dispositive power.
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Does
not include 2,428,312 Common Shares held by an independent corporate
trustee in trust for the benefit of Mr. McConnell and his sister, over
which Common Shares the independent corporate trustee has sole voting and
dispositive power. Mr. McConnell has the right to change the
trustee; however, any successor trustee appointed by Mr. McConnell must be
an independent corporate trustee.
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Does
not include 3,285 Common Shares held by Mr. McConnell’s wife as custodian
for her son. Mrs. McConnell has sole voting and dispositive
power as to these 3,285 Common
Shares.
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(2)
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Includes
442,600 Common Shares held by Mr. McConnell in his capacity as co-executor
of the Estate of John H. McConnell. Mr. McConnell was appointed
co-executor effective as of April 30, 2008, and holds shared voting and
dispositive power over such 442,600 Common
Shares.
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Includes
123,000 Common Shares held in The McConnell Educational Foundation for the
benefit of third parties, of which Mr. McConnell is one of three trustees
and shares voting and dispositive power. Mr. McConnell
disclaims beneficial ownership of these 123,000 Common
Shares.
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(c) Other
than the transactions reported below, Mr. McConnell has not effected any
transactions in the Common Shares during the past sixty days.
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Date of Transaction
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Shares Purchased /(Sold)
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Price Per Share ($)
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01/07/2010
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(10,700)
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16.30
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01/07/2010
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(3,664)
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16.0519
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01/07/2010
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(47,499)
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16.043
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01/07/2010
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(10,610)
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16.0027
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01/07/2010
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(50,338)
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16.1373
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01/07/2010
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(59,889)
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16.0706
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01/08/2010
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(70,000)
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17.2499
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01/08/2010
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(70,000)
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17.1498
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CUSIP
No. 981811 10 2 |
13D |
Page 6 of
6 |
(d) As
described in Item 5(b) above, Mr. McConnell may be deemed to beneficially own
certain Common Shares of Worthington Industries that are held of record by other
persons. In such instances, such other persons may have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such Common Shares. With respect to record owners
of more than five percent of the Common Shares of Worthington Industries, as
described in Item 5(b) above, JDEL has the right to receive the dividends from
and the proceeds from the sale of the 12,415,982 Common Shares (15.5% of the
outstanding Common Shares) that are held of record by JDEL and included in Mr.
McConnell’s beneficial ownership within this Schedule 13D.
(e)
Not applicable.
Item
6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
Please see
Item 5(b) of this Schedule 13D for a description of Mr. McConnell’s voting and
dispositive power with respect to the Common Shares of Worthington
Industries.
Except as
set forth in this Schedule 13D, Mr. McConnell does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of Worthington Industries, including but
not limited to transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item
7. Material to be Filed as
Exhibits.
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: January
29, 2010
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/s/ John P. McConnell
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John
P. McConnell
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6