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Exhibit 4(c)
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WORTHINGTON INDUSTRIES, INC.,
Issuer
and
PNC BANK, OHIO, NATIONAL ASSOCIATION,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of February 27, 1997
Supplemental to Indenture dated as of May 15, 1996
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FIRST SUPPLEMENTAL INDENTURE dated as of February 27, 1997 (this
"Supplemental Indenture"), made and entered into by and between Worthington
Industries, Inc., a corporation organized and existing under the laws of the
State of Delaware having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ (the "Company"), and PNC Bank, Ohio, National Association, a national
banking association duly organized and existing under the laws of the United
States, as Trustee (the "Trustee") under the indenture of the Company (the
"Indenture") dated as of May 15, 1996.
WHEREAS, the Indenture provides for the issuance from time to
time of Debt Securities, issuable for the purposes and subject to the
limitations contained in the Indenture; and
WHEREAS, Sections 9.01(h) and (j) of the Indenture also provide
that the Company and Trustee may enter into one or more indentures supplemental
to the Indenture without the consent of any Holder (a) to add to, change or
eliminate any of the provisions of the Indenture with respect to any series of
Debt Securities if such action becomes effective when no such Debt Security is
Outstanding and (b) to provide for the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 thereof; and
WHEREAS, the Company has duly authorized the creation of a series
of its Debt Securities denominated its "7 1/4% Exchangeable Notes Due March 1,
2000" representing up to 5,999,600 of its "Debt Exchangeable for Common Stock
SM" (such Debt Securities being referred to herein as the "DECS SM"), the
principal amount of which is mandatorily exchangeable at Maturity into shares of
Class A Common Stock, par value $.01 per share (the "Rouge Common Stock"), of
Rouge Steel Company, a Delaware corporation ("Rouge"), or, at the option of the
Company (under the circumstances described herein), cash, in either case at the
Exchange Rate (as defined herein) and/or such other consideration as permitted
or required by the terms of the DECS; and
WHEREAS, the entry into this Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture;
and
WHEREAS, the Company has duly authorized the execution and
delivery of this Supplemental Indenture, and all things necessary have been done
to make the DECS, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations of the Company,
and to make this Supplemental Indenture a valid agreement of the Company, in
accordance with their and its terms:
NOW, THEREFORE:
For and in consideration of the premises and purchase of the Debt
Securities of any series issued on or after the date hereof by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the securities of any such series, as follows:
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ARTICLE I
Certain Provisions of General Application
SECTION 101. Definitions.
For all purposes of the Indenture and this Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings assigned
to them in this Article;
(2) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to the Indenture and this Supplemental Indenture as a
whole and not to any particular Article, Section or other subdivision; and
(3) capitalized terms used but not defined herein are used as
they are defined in the Indenture.
"Adjustment Event" has the meaning set forth in Section 204(b).
"All Cash Delivery Option" has the meaning set forth in Section
202.
"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 are authorized or obligated by law or executive order to close.
"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 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 at least three nationally recognized investment
banking firms selected by the Company for such purpose.
"DECS" has the meaning set forth in the recitals to this
Supplemental Indenture.
"Dilution Event" has the meaning set forth in Section 205(a)(ii).
"Exchange Rate" means a rate equal to (a) if the Maturity Price
is greater than $18.29 (the "Threshold Appreciation Price"), 0.8475 shares of
Rouge Common Stock per DECS,
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(b) if the Maturity Price is less than or equal to the Threshold Appreciation
Price but is greater than the Initial Price, (i) a fraction equal to the Initial
Price divided by the Maturity Price of (ii) 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 highest
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; PROVIDED, HOWEVER,
that the Exchange Rate is subject to adjustment from time to time pursuant to
Section 204(a).
"Initial Price" means $15.50 per share of Rouge Common Stock.
"Market Price" means, as of any date of determination, the
average Closing Price per share of Rouge Common Stock on the 20 Trading Days
immediately prior to (but not including) the date of determination; PROVIDED,
HOWEVER, that if there are not 20 Trading Days for the Rouge Common Stock
occurring later than the 60th calendar day immediately prior to, but not
including, such date, Market Price means the market value per share of Rouge
Common Stock as of such date as determined by a nationally recognized investment
banking firm retained for such purpose by the Company.
"Maturity" means the date on which the principal of a DECS
becomes due and payable as provided herein, whether at Stated Maturity or by
declaration of acceleration or otherwise.
"Maturity Price" means 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; PROVIDED, HOWEVER, that if there are not 20
Trading Days for the Rouge Common Stock occurring later than the 60th calendar
day immediately prior to, but not including, the date of Maturity, Maturity
Price means the market value per share of Rouge Common Stock as of Maturity as
determined by a nationally recognized independent investment banking firm
retained for such purpose by the Company.
"NYSE" means the New York Stock Exchange, Inc.
"Ordinary Cash Dividend" has the meaning set forth in
subparagraph (5) of Section 204.
"Partial Cash Delivery Option" has the meaning set forth in
Section 202.
"Reported Securities" has the meaning set forth in subparagraph
(3) of Section 204(b).
"Rouge Common Stock" has the meaning set forth in the recitals to
this Supplemental Indenture.
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"Share Components" means the ratios of shares of Rouge Common
Stock per DECS specified in clauses (a), b(ii) and (c) of the definition of
"Exchange Rate" set forth in this Article.
"Threshold Appreciation Price" has the meaning specified in the
definition of "Exchange Rate" set forth in this Article.
"Trading Day" means a day on which the security the Closing Price
of which is being determined (a) 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 (b) 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.
"Transaction Value" means (a) for any cash received in any
Adjustment Event, the amount of cash received per share of Rouge Common Stock,
(b) for any Reported Securities received in any Adjustment Event, an amount
equal to (x) the average Closing Price per security of such Reported Securities
on the 20 Trading Days immediately prior to (but not including) Maturity
multiplied by (y) the number of such Reported Securities (as adjusted pursuant
to subparagraph (b)(4) of Section 204) received per share of Rouge Common Stock
and (c) for any property received in any Adjustment Event other than cash or
such Reported Securities, an amount equal to the fair market value of the
property received per share of Rouge Common Stock on the date such property is
received, as determined by a nationally recognized investment banking firm
retained for this purpose by the Company; PROVIDED, HOWEVER, that in the case of
clause (b), (i) with respect to securities that are Reported Securities by
virtue of only clause (iv) of the definition of Reported Securities, Transaction
Value with respect to such Reported Security means the average of the mid-point
of the last bid and ask prices for such Reported Security as of Maturity from
each of at least three nationally recognized investment banking firms retained
for such purpose by the Company multiplied by the number of such Reported
Securities (as adjusted pursuant to subparagraph (b)(4) of Section 204) received
per share of Rouge Common Stock and (ii) with respect of all other Reported
Securities, if there are not 20 Trading Days for any particular Reported
Security occurring later than the 60th calendar day immediately prior to, but
not including, the date of Maturity, Transaction Value with respect to such
Reported Security means the market value per security of such Reported Security
as of Maturity as determined by a nationally recognized investment banking firm
retained for such purpose by the Company multiplied by the number of such
Reported Securities (as adjusted pursuant to subparagraph (b)(4) of Section 204)
received per share of Rouge Common Stock. For purposes of calculating the
Transaction Value, any cash, Reported Securities or other property receivable in
an Adjustment Event shall be deemed to have been received immediately prior to
the close of business on the record date for such Adjustment Event or, if there
is no record date for such Adjustment Event, immediately prior to the close of
business on the effective date of such Adjustment Event.
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SECTION 102. Effect of Headings.
The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 103. Successors and Assigns.
All covenants and agreements in this Supplemental Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.
SECTION 104. Separability.
In case any provision in this Supplemental Indenture or the DECS
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 105. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.
SECTION 106. Benefits of Supplemental Indenture.
Nothing in this Supplemental Indenture, expressed or implied,
shall give to any person, other than the parties hereto and their successors
hereunder, and the Holders of the DECS any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture.
SECTION 107. Governing Law.
THIS SUPPLEMENTAL INDENTURE AND THE DECS SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SUPPLEMENTAL
INDENTURE AND EACH SUCH DECS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
ARTICLE II
The DECS
SECTION 201. Title and Terms.
There is hereby created under the Indenture a series of Debt
Securities known and designated as the "7 1/4% Exchangeable Notes Due March 1,
2000" of the Company. The aggregate principal amount of DECS that may be
authenticated and delivered under this
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Indenture is limited to $92,993,800, except for DECS authenticated and delivered
upon reregistration of, transfer of, or in exchange for, or in lieu of, other
DECS pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture.
The Stated Maturity for payment of principal of the DECS shall be
March 1, 2000 and the DECS shall bear interest at the rate of 71/4% per
annum, from March 4, 1997 or the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable quarterly in arrears on
March 1, June 1, September 1 and December 1 of each year (commencing June 1,
1997), to the persons in whose names the DECS (or any predecessor securities)
are registered at the close of business on the last day of the calendar month
immediately preceding such interest payment date, until principal thereof is
paid or made available for payment.
The DECS shall be initially issued in the form of a Global
Security and the depositary for the DECS shall be the Depository Trust Company,
New York, New York (the "Depositary").
The DECS shall not be redeemable prior to their Stated Maturity
and shall not be subject to any sinking fund.
The DECS shall be mandatorily exchangeable as provided in Section
202.
The DECS shall be issuable in denominations of $15.50 and any
integral multiple thereof.
The Company shall not be obligated to pay any additional amount
on the DECS in respect of taxes, except as otherwise provided in Sections 206
and 302.
The form of DECS attached hereto as Exhibit A is hereby adopted,
pursuant to Section 9.01(j) of the Indenture, as a form of Debt Securities of a
series that consists of DECS.
SECTION 202. Exchange at Maturity.
Subject to Section 204(b), at Maturity the principal amount of
each DECS shall be mandatorily exchanged by the Company into a number of shares
of Rouge Common Stock at the Exchange Rate. The Holders of the DECS shall be
responsible for the payment of any and all brokerage costs upon the subsequent
sale of such shares. 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"),
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deliver cash in an amount (calculated to the nearest 1/100th of a dollar per
DECS or, if there is not a nearest 1/100th of a dollar, then to the next higher
1/100th of a dollar) equal to the product of the number of shares of Rouge
Common Stock specified in clause (a) or (b) of this sentence, as the case may
be, multiplied by the Maturity Price; PROVIDED, HOWEVER, without regard to the
exercise of either of the foregoing options, with respect to those Holders to
whom the Company has determined delivery of cash may violate applicable state
law, the Company will deliver shares of Rouge Common Stock as provided herein.
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. As further provided in Section 203, no fractional shares of Rouge
Common stock shall be issued pursuant to this Section 202. In determining the
amount of cash deliverable in exchange for the DECS in lieu of shares of Rouge
Common Stock pursuant to the third sentence of this Section 202, if more than
one DECS shall be surrendered for exchange at one time by the same Holder, the
amount of cash which shall be delivered upon exchange shall be computed on the
basis of the aggregate number of DECS so surrendered at Maturity.
SECTION 203. No Fractional Shares.
If more than one DECS shall be surrendered for exchange pursuant
to Section 202 at one time by the same Holder, the number of full shares of
Rouge Common Stock which shall be delivered upon such exchange, in whole or in
part, as the case may be, shall be computed on the basis of the aggregate number
of DECS surrendered. No fractional shares or scrip representing fractional
shares of Rouge Common Stock shall be issued or delivered upon any exchange
pursuant to Section 202 of any DECS. In lieu of any fractional share of Rouge
Common Stock which, but for the immediately preceding sentence, would otherwise
be deliverable upon such exchange, the Company, through any applicable Paying
Agent, shall make a cash payment in respect of such fractional interest in an
amount equal to the value of such fractional shares at the Maturity Price. The
Company shall, upon such exchange of any DECS, provide cash to any applicable
Paying Agent in an amount equal to the cash payable with respect to any
fractional shares of Rouge Common Stock deliverable upon such exchange, and the
Company shall retain such fractional shares of Rouge Common Stock.
SECTION 204. Adjustment of Exchange Rate.
(a) ADJUSTMENT FOR DISTRIBUTIONS, CERTAIN RECLASSIFICATIONS, ETC.
The Exchange Rate shall be subject to adjustment from time to time as follows:
(i) If Rouge shall:
(A) pay a stock dividend or make a distribution, in either case,
with respect to the Rouge Common Stock in shares of such stock;
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(B) subdivide or split its outstanding shares of Rouge Common
Stock;
(C) combine its outstanding shares of Rouge Common Stock into a
smaller number of shares; or
(D) issue by reclassification (other than a reclassification
pursuant to clause (ii), (iii), (iv) or (v) of the definition of
Adjustment Event in paragraph (b) of this Section) of its shares of
Rouge Common Stock any shares of common stock of Rouge;
then, in any such event, the Exchange Rate shall be adjusted by adjusting
each of the Share Components of the Exchange Rate in effect immediately
prior to such event so that a Holder of any DECS shall be entitled to
receive, upon mandatory exchange pursuant to Section 202 of the principal
amount of such DECS at Maturity, the number of shares of Rouge Common Stock
(or, in the case of a reclassification referred to in clause (D) of this
sentence, the number of shares of other common stock of Rouge issued
pursuant thereto) which such Holder of such DECS would have owned or been
entitled to receive immediately following such event had such DECS been
exchanged immediately prior to such event or any record date with respect
thereto. Each such adjustment shall become effective at the opening of
business on the Business Day next following the record date for
determination of holders of Rouge Common Stock entitled to receive such
dividend or distribution in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of
a subdivision, split, combination or reclassification. Each such adjustment
shall be made successively.
(ii) If Rouge shall, after the date hereof, issue rights or
warrants (other than rights to purchase Rouge Common Stock pursuant to a
plan for the reinvestment of dividends or interest) to all holders of Rouge
Common Stock entitling them to subscribe for or purchase shares of Rouge
Common Stock at a price per share less than the Market Price of the Rouge
Common Stock on the Business Day next following the record date for the
determination of holders of Rouge Common Stock entitled to receive such
rights or warrants, then in each case the Exchange Rate shall be adjusted
by multiplying each of the Share Components of the Exchange Rate in effect
on the record date for the issuance of such rights or warrants, by a
fraction, of which the numerator shall be (A) the number of shares of Rouge
Common Stock outstanding on the record date for the issuance of such rights
or warrants, plus (B) the number of additional shares of Rouge Common Stock
offered for subscription or purchase pursuant to such rights or warrants,
and of which the denominator shall be (X) the number of shares of Rouge
Common Stock outstanding on the record date for the issuance of such rights
or warrants, plus (Y) the number specified in clause (B) above multiplied
by the quotient of the exercise price of such rights or warrants divided by
the Market Price of the Rouge Common Stock on the Business Day next
following the record date for the determination of holders of Rouge Common
Stock entitled to receive such rights or warrants. Such adjustment shall
become
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effective at the opening of business on the Business Day next following the
record date for the determination of stockholders entitled to receive such
rights or warrants. To the extent that such rights or warrants expire prior
to the Maturity of the DECS and shares of Rouge Common Stock are not
delivered pursuant to such rights or warrants prior to such expiration, the
Exchange Rate shall be readjusted to the Exchange Rate which would then be
in effect had such adjustments for the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Rouge
Common Stock actually delivered pursuant to such rights or warrants. Each
such adjustment shall be made successively.
(iii) Any shares of Rouge Common Stock issuable in payment of a
dividend shall be deemed to have been issued immediately prior to the close
of business on the record date for such dividend for purposes of
calculating the number of outstanding shares of Rouge Common Stock under
paragraph (a)(ii) of this Section.
(iv) All adjustments to the Exchange Rate shall be calculated to
the nearest 1/10,000th of a share of Rouge Common Stock (or if there is not
a nearest 1/10,000th of a share, to the next higher 1/10,000th of a share).
No adjustment in the Exchange Rate shall be required unless such adjustment
would require an increase or decrease of at least one percent therein;
PROVIDED, HOWEVER, that any adjustments which by reason of this paragraph
(a)(iv) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. If an adjustment is made to the
Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an
adjustment shall also be made to the Maturity Price as such term is used
throughout the definition of Exchange Rate set forth in Section 101. The
required adjustment to the Maturity Price shall be made at Maturity by
multiplying the Maturity Price by the cumulative number or fraction
determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which
the original Exchange Rate was multiplied to adjust such rate. In the case
of the reclassification of any shares of Rouge Common Stock into any shares
of common stock of Rouge other than Rouge Common Stock, such shares of
common stock shall be deemed shares of Rouge Common Stock solely to
determine the Maturity Price and to apply the Exchange Rate at Maturity.
Each such adjustment to the Exchange Rate and the Maturity Price shall be
made successively.
(b) OTHER ADJUSTMENT EVENTS. In the event of (i) any dividend or
distribution by Rouge to all holders of Rouge Common Stock of evidences of its
indebtedness or other assets (excluding any dividends or distributions referred
to in clause (A) of paragraph (a)(i) of this Section, any shares of common stock
issued pursuant to a reclassification referred to in clause (D) of paragraph
(a)(i) of this Section and any Ordinary Cash Dividends) or any issuance by Rouge
to all holders of Rouge Common Stock of rights or warrants to subscribe for or
purchase any of its securities (other than rights or warrants referred to in
paragraph (a)(ii) of this Section), (ii) any consolidation or merger of Rouge
with or into another entity (other than a merger or consolidation in which Rouge
is the continuing corporation and in which the Rouge Common
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Stock outstanding immediately prior to the merger or consolidation is not
exchanged for cash, securities or other property of Rouge or another
corporation), (iii) any sale, transfer, lease or conveyance to another
corporation of the property of Rouge as an entirety or substantially as an
entirety, (iv) any statutory exchange of securities of Rouge with another
corporation (other than in connection with a merger or acquisition) or (v) any
liquidation, dissolution or winding up of Rouge (any such event, an "Adjustment
Event"), the property receivable by Holders of DECS at Maturity shall be subject
to adjustment from time to time as follows:
(1) Each Holder of a DECS will receive at Maturity, in lieu
of or (in the case of an Adjustment Event described in clause (i) of
this paragraph (b)) in addition to, the shares of Rouge Common Stock
that it would otherwise receive as required by Section 202, cash in an
amount equal to (A) if the Maturity Price is greater than the
Threshold Appreciation Price, 0.8475 multiplied by the Transaction
Value, (B) if the Maturity Price is less than or equal to the
Threshold Appreciation Price but is greater than the Initial Price,
the product of (x) the Initial Price divided by the Maturity Price
multiplied by (y) the Transaction Value and (C) if the Maturity Price
is less than or equal to the Initial Price, the Transaction Value.
(2) Following an Adjustment Event, the Maturity Price, as
such term is used throughout the definition of Exchange Rate and in
subparagraph (b)(1) above, shall be deemed to equal (A) if shares of
Rouge Common Stock are outstanding at Maturity, the Maturity Price of
the Rouge Common Stock, as adjusted pursuant to the provisions of
paragraph (a)(iv) of this Section, otherwise zero, plus (B) the
Transaction Value.
(3) Notwithstanding the foregoing, with respect to any
securities received in such Adjustment Event that (A) are (i) listed
on a United States national securities exchange, (ii) reported on a
United States national securities system subject to last sale
reporting, (iii) traded in the over-the-counter market and reported on
the National Quotation Bureau or similar organization or (iv) for
which bid and ask prices are available from at least three nationally
recognized investment banking firms and (B) are either (x) perpetual
equity securities or (y) non-perpetual equity or debt securities with
a stated maturity after the Stated Maturity ("Reported Securities"),
the Company may, at its option, in lieu of delivering the amount of
cash deliverable in respect of Reported Securities received in an
Adjustment Event, determined in accordance with subparagraph (b)(1),
deliver a number of such Reported Securities with a value equal to
such cash amount, as determined in accordance with clause (b) of the
definition of Transaction Value set forth in Section 101; PROVIDED,
HOWEVER, that (i) if such option is exercised, the Company shall
either (X) deliver Reported Securities in respect of all, but not less
than all, cash amounts that would otherwise be deliverable in respect
of Reported Securities received in an Adjustment Event or (Y) deliver
a percentage (selected by the Company in its discretion, but not to
exceed 20%) of the cash amounts that would otherwise be deliverable in
respect of such Reported Securities and deliver Reported Securities in
respect of the remainder of such cash amounts, (ii) the Company may
not
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exercise such option if the Company has made an election to exercise
the All Cash Delivery Option or if such Reported Securities have not
yet been delivered to the holders entitled thereto following such
Adjustment Event or any record date with respect thereto and (iii)
subject to clause (ii) of this proviso, the Company shall exercise
such option if the Company does not elect to exercise the All Cash
Delivery Option. If the Company elects to deliver any Reported
Securities, each Holder of a DECS will be responsible for the payment
of any and all brokerage and other transaction costs upon the sale of
such Reported Securities. If, following any Adjustment Event, any
Reported Security ceases to qualify as a Reported Security, then (x)
the Company may no longer elect to deliver such Reported Security in
lieu of an equivalent amount of cash and (y) notwithstanding clause
(b) of the definition of Transaction Value, the Transaction Value of
such Reported Security shall mean the fair market value of such
Reported Security on the date such security ceases to qualify as a
Reported Security, as determined by a nationally recognized investment
banking firm retained for this purpose by the Company.
(4) The amount of cash and/or the kind and number of
securities into which the DECS shall be exchangeable after an
Adjustment Event shall be subject to adjustment following the date of
such Adjustment Event in the same manner and upon the occurrence of
the same type of events as described in paragraphs (a) and (b) of this
Section with respect to Rouge Common Stock and Rouge.
(5) For purposes of the foregoing, the term "Ordinary Cash
Dividend" means, with respect to any consecutive 365-day period, any
dividend with respect to Rouge Common Stock paid in cash to the extent
that the amount of such dividend, together with the aggregate amount
of all other dividends on the Rouge Common Stock paid in cash during
such 365-day period, does not exceed on a per share basis 10% of the
average of the Closing Prices of the Rouge Common Stock over such
365-day period. For purposes of this subparagraph (b)(5), any cash
dividend shall be deemed to be paid as of the record date for such
cash dividend.
SECTION 205. Notice of Adjustments and Certain Other Events.
(a) Whenever the Exchange Rate is adjusted as herein provided or
an Adjustment Event occurs, the Company shall:
(i) forthwith compute the adjusted Exchange Rate (or Transaction
Value) in accordance with Section 204 and prepare a certificate signed by
an officer of the Company setting forth the adjusted Exchange Rate (or
Transaction Value), the method of calculation thereof in reasonable
detail and the facts requiring such adjustment and upon which such
adjustment is based, which certificate shall be conclusive, final and
binding evidence of the correctness of the adjustment, and file such
certificate forthwith with the Trustee; and
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(ii) within 10 Business Days following the occurrence of an event
that permits or requires an adjustment to the Exchange Rate pursuant to
Section 204(a) (each, a "Dilution Event") or an Adjustment Event that
permits or requires a change in the consideration to be received by
Holders pursuant to Section 204(b) (or, in either case, if the Company is
not aware of such occurrence, as soon as practicable after becoming so
aware), provide written notice to the Trustee and to the Holders of the
outstanding DECS of the occurrence of such Dilution Event or Adjustment
Event including a statement in reasonable detail setting forth the method
by which any adjustment to the Exchange Rate or change in the
consideration to be received was determined and setting forth the revised
Exchange Rate or consideration, as the case may be, per DECS, PROVIDED,
THAT, in respect of any adjustment to the Maturity Price, such notice
need only disclose the factor by which the Maturity Price is to be
multiplied pursuant to Section 204(a)(iv) in order to determine which
clause of the definition of the Exchange Rate will apply at Maturity, it
being understood that, until Maturity, the Exchange Rate itself cannot be
determined.
(b) In case at any time while any of the DECS are outstanding the
Company receives notice that:
(i) Rouge shall declare a dividend (or any other distribution) on
or in respect of the Rouge Common Stock to which Section 204(a)(i) or
(ii) shall apply (other than any cash dividends and distributions, if
any, paid from time to time by Rouge that do not constitute Ordinary Cash
Dividends);
(ii) Rouge shall authorize the issuance to all holders of Rouge
Common Stock of rights or warrants to subscribe for or purchase shares of
Rouge Common Stock or of any other subscription rights or warrants;
(iii) there shall occur any conversion or reclassification of
Rouge Common Stock (other than a subdivision or combination of
outstanding shares of such Rouge Common Stock) or any consolidation,
merger or reorganization to which Rouge is a party and for which approval
of any stockholders of Rouge is required, or the sale or transfer of all
or substantially all of the assets of Rouge; or
(iv) there shall occur the voluntary or involuntary dissolution,
liquidation or winding up of Rouge;
then the Company shall promptly cause to be delivered to the Trustee and
any applicable Paying Agent and filed at the office or agency maintained
for the purpose of exchange of DECS at Maturity in the Borough of
Manhattan, in The City of New York by the Trustee (or any applicable
Paying Agent), and shall promptly cause to be mailed to the Holders of
DECS at their last addresses as they shall appear upon the registration
books of the Security Registrar, at least 10 days before the date
hereinafter specified (or the earlier of the dates hereinafter specified,
in the event that more than one is specified), a notice
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stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or grant of rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Rouge
Common Stock of record to be entitled to such dividend, distribution or
grant of rights or warrants are to be determined, or (y) the date, if
known by the Company, on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective. Following any Adjustment Event, the
provisions of this paragraph (b) shall apply with respect to any Reported
Securities in the same manner as with respect to Rouge and the Rouge
Common Stock
(c) On or prior to twenty-one Business Days preceding the Stated
Maturity of the DECS, the Company will provide notice to the Holders of record
of the DECS and to the Trustee and will publish a notice in a daily newspaper of
national circulation stating whether the Company will deliver, in accordance
with Section 202, Rouge Common Stock, cash (and/or, in accordance with Section
204(b), cash or Reported Securities) or a combination thereof upon the mandatory
exchange of the principal amount of the DECS and, if a combination of cash or
such securities, the relative proportion of each; PROVIDED, HOWEVER, in the
event the Company intends to deliver cash, the Company shall have the right to
require certification as to the domicile and residency of each beneficial holder
of DECS, as a condition to delivery of such cash. After the close of business on
the Business Day immediately preceding the Stated Maturity of the DECS, the
Company shall notify the Trustee in writing of the number of shares of Rouge
Common Stock and/or Reported Securities, or the amount of cash, to be delivered
per DECS.
SECTION 206. Taxes.
(a) The Company will pay any and all documentary, stamp, transfer
or similar taxes that may be payable in respect of the transfer and delivery of
Rouge Common Stock (or Reported Securities) pursuant hereto; PROVIDED, HOWEVER,
that the Company shall not be required to pay any such tax which may be payable
in respect of any transfer involved in the delivery of Rouge Common Stock (or
Reported Securities) in a name other than that in which the DECS so exchanged
were registered, and no such transfer or delivery shall be made unless and until
the person requesting such transfer has paid to the Company the amount of any
such tax, or has established, to the satisfaction of the Company, that such tax
has been paid.
(b) The parties hereto hereby agree, and each Holder of a DECS by
its purchase of a DECS hereby agrees:
(i) to treat, for U.S. federal income tax purposes, each DECS as
a forward purchase contract to purchase Rouge Common Stock at Maturity
(including as a result of acceleration or otherwise) (the "FORWARD
PURCHASE CONTRACT CHARACTERIZATION"), under the terms of which contract
(a) at the time of issuance of the DECS the Holder deposits irrevocably
with the Company a fixed amount of cash equal to the purchase price of
the DECS to assure the fulfillment of the Holder's purchase obligation
described in clause (c)
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below, which deposit will unconditionally and irrevocably be applied at
Maturity to satisfy such obligation, (b) until Maturity the Company will
be obligated to pay interest on such deposit at a rate equal to the
stated rate of interest on the DECS as compensation to the Holder for the
Company's use of such cash deposit during the term of the DECS, and (c)
at Maturity such cash deposit unconditionally and irrevocably will be
applied by the Company in full satisfaction of the Holder's obligation
under the forward purchase contract, and the Company will deliver to the
Holder the number of Rouge Common Shares (and/or Reported Securities)
that the Holder is entitled to receive at that time pursuant to the terms
of the DECS (subject to the Company's right to deliver cash in lieu of
the Rouge Common Shares and Reported Securities);
(ii) to treat, consistent with the above characterization, (x)
amounts paid to the Company in respect of the original issue of a DECS as
allocable in their entirety to the amount of the cash deposit
attributable to such DECS, and (y) amounts denominated as interest that
are payable with respect to the DECS as interest payable on the amount of
such deposit, includible annually in the income of the Holder as interest
income in accordance with its method of accounting; and
(iii) to file all U.S. federal, state and local income and
franchise tax returns consistent with the forward purchase contract
characterization (unless required otherwise by an applicable taxing
authority).
SECTION 2.07. Delivery of Securities upon Maturity.
All Rouge Common Stock and Reported Securities deliverable to
Holders upon the Maturity of the DECS shall be delivered to such Holders,
whenever practicable, in such manner (such as by book-entry transfer) so as to
assure same-day transfer of such securities to Holders and otherwise in the
manner customary at such time for delivery of such securities and securities of
the same type.
ARTICLE III
Covenants
SECTION 301. Shares Free and Clear.
With respect to the DECS only and for the benefit of only the
Holders thereof, the Company covenants and warrants that upon exchange of a DECS
at Maturity pursuant to the Indenture and this Supplemental Indenture, the
Holder of a DECS shall receive valid title to the Rouge Common Stock (and, in
the event an Adjustment Event has occurred and Reported Securities are
delivered, the Reported Securities) for which such DECS is at such time
exchangeable pursuant to this Indenture, free and clear of any and all liens,
claims, charges and encumbrances whatsoever. Except as provided in Section
206(a), the Company will pay all taxes
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and charges with respect to the delivery of Rouge Common Stock (and Reported
Securities) delivered in exchange for DECS hereunder. In addition, the Company
further warrants that any Rouge Common Stock (and Reported Securities) so
delivered in exchange for DECS hereunder shall be free of any transfer
restrictions (other than such as are solely attributable to any Holder's status
as an affiliate of Rouge or the issuer of such Reported Securities).
Section 302. Discharge of Indenture.
With respect to the DECS only and for the benefit of only the
Holders thereof, Section 11.02(a) of the Indenture is amended to read in its
entirety as follows:
"(a) If at any time (i) the Company shall have delivered to the Trustee
for cancellation all of the DECS theretofore authenticated and
delivered (other than (1) any DECS which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and (2) DECS for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Company as
provided in Section 11.05) or (ii) all DECS not theretofore delivered
to the Trustee for cancellation shall have become due and payable, and
the Company shall deposit with the Trustee in trust the number of
shares of Rouge Common Stock (and/or Reported Securities) or the entire
amount of money in Dollars (except as otherwise provided pursuant to
Section 2.03) sufficient to pay all DECS not theretofore delivered to
the Trustee for cancellation, including principal and interest due, in
accordance with the terms of such DECS, and if in either case the
Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of
transfer or exchange of such DECS herein expressly provided for and
rights to receive payments of principal of, and interest on, the DECS
with respect to the DECS), and the Trustee, on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and
at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this
Indenture."
With respect to the DECS only and for the benefit of only the
Holders thereof, the Company surrenders all rights and powers conferred on it by
Section 11.02(b) and Section 11.03 of the Indenture.
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ARTICLE V
Miscellaneous
SECTION 501. Confirmation of Indenture.
The Indenture, as supplemented and amended by this Supplemental
Indenture and all other indentures supplemental thereto, is in all respects
ratified and confirmed, and the Indenture, this Supplemental Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.
SECTION 502. Concerning the Trustee.
The Trustee assumes no duties, responsibilities or liabilities by
reason of this Supplemental Indenture other than as set forth in the Indenture.
-------------------
This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
WORTHINGTON INDUSTRIES, INC.
By:__________________________
Name:
Title:
Attest:_________________________
Name:
Title:
PNC BANK, OHIO, NATIONAL ASSOCIATION,
as Trustee
By:____________________________
Name:
Title:
Attest:_________________________
Name:
Title:
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19
STATE OF )
) SS:
COUNTY OF )
On the day of _________, 1997, before me personally came
___________ ________________, to me known, who, being by me duly sworn, did
depose and say that she/he is the __________________ of WORTHINGTON INDUSTRIES,
INC., one of the corporations described in and which executed the foregoing
instrument; that she/he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that she/he signed
her/his name thereto by like authority.
-----------------------
Notary Public
SEAL
STATE OF )
) SS:
COUNTY OF )
On the day of _________, 1997, before me personally came
___________ ________________, to me known, who, being by me duly sworn,
did depose and say that she/he is the ___________________ of PNC BANK, OHIO,
NATIONAL ASSOCIATION, one of the corporations described in and which executed
the foregoing instrument; that she/he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that
she/he signed her/his name thereto by like authority.
-----------------------
Notary Public
SEAL
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EXHIBIT A
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 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) 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.
Form of Face of DECS
WORTHINGTON INDUSTRIES, INC.
5,999,600 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 NINETY TWO MILLION,
NINE HUNDRED AND NINETY THREE THOUSAND AND EIGHT HUNDRED 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
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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 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
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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 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
F-3
23
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) 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:
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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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Form of Reverse of DECS
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 27, 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.
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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.
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.
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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.
-----------------------------------------
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
-----------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Please Print or Type Name and Address Including Postal Zip Code of Assignee
--------------------------------------------------------------------------------------------------------------
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.
R-4