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


Date of Report (Date of earliest event reported):
August 1, 2014
 
WORTHINGTON INDUSTRIES, INC.
 (Exact name of registrant as specified in its charter)
 
Ohio 1-8399 31-1189815
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
200 Old Wilson Bridge Road, Columbus, Ohio 43085
(Address of principal executive offices) (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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
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 August 1, 2014, Worthington Industries, Inc. (“Worthington”) announced that it has acquired the business of Midstream Equipment Fabrication, LLC (“MEF”).   MEF manufactures patented horizontal heated and high pressure separators used to separate oilfield fluids and gas for customers drilling in the Eagle Ford Shale and is well-situated to serve customers in the Permian Basin.  MEF is located in Skiatook, Oklahoma and employs 55 people.

Worthington operations now supply customers in every major shale region, including Bakken, Eagle Ford, Permian, Marcellus, Utica, Mid-Continent, DJ and Uinta. The addition of the Oklahoma facility will complement Worthington’s existing operations in Ohio, Kansas and North Dakota that manufacture steel and fiberglass storage tanks, oil and gas separation equipment and related wellhead controls and equipment.

 
Item 9.01                      Financial Statements and Exhibits.
 
(a) – (c)  Not applicable.
   
(d)  Exhibits:
 
           99.1  News Release issued by Worthington Industries, Inc. on August 1, 2014.

 
 
 
 
 
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.
 

 
 
 
 
Date: August 1, 2014
WORTHINGTON INDUSTRIES, INC.
 
 
 
  By: /s/Dale T. Brinkman                                               
  Dale T. Brinkman, Vice President-
  Administration, General Counsel & Secretary
 
 
 
exh99_1.htm
Exhibit 99.1
 
 
Worthington Acquires Oil & Gas Equipment Maker Serving Eagle Ford Shale Play
 
COLUMBUS, OH – August 1, 2014 -- Worthington Industries, Inc. (NYSE: WOR) today announced that it has acquired the business of Midstream Equipment Fabrication, LLC (MEF).   MEF manufactures patented horizontal heated and high pressure separators used to separate oilfield fluids and gas for customers drilling in the Eagle Ford Shale and is well-situated to serve customers in the Permian Basin.  The purchase price was $40 million.
 
“With the addition of MEF, we are now positioned to serve all of the major shale plays in the U.S.,” said Andrew Billman, president of the Worthington Industries pressure cylinders business.  “Their separation technology is proven to be more cost effective for customers and produces a higher purity crude.  We anticipate utilizing this technology to enhance our offerings in other shale plays where we operate.”
 
MEF is located in Skiatook, Okla. and employs 55 people.  The patented separators yield greater throughput, requiring less equipment on each well pad, and produce higher purity crude over traditional oilfield separators.  MEF began production in April 2012.  The company is Worthington’s fourth acquisition in the upstream oil and gas equipment market.  Worthington operations now supply customers in every major shale region, including Bakken, Eagle Ford, Permian, Marcellus, Utica, Mid-Continent, DJ and Uinta. The addition of the Oklahoma facility will complement Worthington’s existing operations in Ohio, Kansas and North Dakota that manufacture steel and fiberglass storage tanks, oil and gas separation equipment and related wellhead controls and equipment.
 
About Worthington Industries
Worthington Industries is a leading diversified metals manufacturing company with 2014 fiscal year sales of $3.1 billion. The Columbus, Ohio based company is North America’s premier value-added steel processor and a leader in manufactured metal products, such as propane, oxygen, refrigerant and industrial cylinders, hand torches, camping cylinders, scuba tanks, compressed natural gas storage cylinders, helium balloon kits and exploration, recovery and production tanks for global energy markets; custom-engineered open and enclosed cabs and operator stations for heavy mobile equipment; laser welded blanks; steel pallets and racks; and through joint ventures, suspension grid systems for concealed and lay-in panel ceilings, current and past model automotive service stampings and light gauge steel framing for commercial and residential construction. Worthington employs approximately 10,000 people and operates 81 facilities in 10 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 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.