UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
ý | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the year ended December 31, 2003 | |
or | |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 001-13711
WALTER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) | 13-3429953 (IRS Employer Identification No.) | |
4211 W. Boy Scout Boulevard Tampa, Florida (Address of principal executive offices) | 33607 (Zip Code) | |
Registrant's telephone number, including area code:(813) 871-4811 | ||
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Name of exchange on which registered | |
|---|---|---|
| Common Stock, par value $.01 | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:NONE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o.
The aggregate market value of voting stock held by non-affiliates of the registrant, based on the closing price of the Common Stock on June 30, 2003, the registrant's most recently completed second fiscal quarter, as reported by the New York Stock Exchange, was approximately $205.7 million.
Number of shares of common stock outstanding as of February 29, 2004: 41,936,104
Documents Incorporated by Reference
Applicable portions of the Proxy Statement for the 2003 Annual Meeting of Stockholders of the Company to be held April 22, 2004 are incorporated by reference in Part III of this Form 10-K.
This amended Form 10-K/A is being filed to correct certain typographical errors in the Report of Independent Certified Public Accountants on Financial Statement Schedules and in certain Exhibits.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
| (a) | (1) | Financial Statements and Schedules—See Index to Financial Statements on page F-1. | |||
(2) | Schedule II—Valuation and Qualifying Accounts. | ||||
(b) | Reports on Form 8-K. | ||||
The Company filed a Current Report on Form 8-K on October 31, 2003 announcing a definitive agreement to sell its JW Aluminum Company subsidiary. | |||||
The Company filed a Current Report on Form 8-K on November 5, 2003 with respect to the press release setting forth the Company's third-quarter 2003 earnings. | |||||
The Company filed a Current Report on Form 8-K on December 4, 2003 with respect to the press release issued on December 1, 2003 setting forth revised earnings for 2003 and the two press releases released on December 3, 2003 announcing the finalization of the sale of AIMCOR and the completion of the sale of the Company's former headquarters building. | |||||
(c) | Exhibits—See Index to Exhibits on page E-1 through E-3. | ||||
1
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WALTER INDUSTRIES, INC. | ||||
April 29, 2004 | /s/ WILLIAM F. OHRT | |||
William F. Ohrt, Executive Vice President and Principal Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
April 29, 2004 | /s/ DON DEFOSSET | |||
Don DeFosset, Chairman, President and Chief Executive Officer | ||||
April 29, 2004 | /s/ DONALD N. BOYCE* | |||
Donald N. Boyce, Director | ||||
April 29, 2004 | /s/ HOWARD L. CLARK* | |||
Howard L. Clark, Jr., Director | ||||
April 29, 2004 | /s/ PERRY GOLKIN* | |||
Perry Golkin, Director | ||||
April 29, 2004 | /s/ JERRY W. KOLB* | |||
Jerry W. Kolb, Director | ||||
April 29, 2004 | /s/ SCOTT C. NUTTALL* | |||
Scott C. Nuttall, Director | ||||
April 29, 2004 | /s/ BERNARD G. RETHORE* | |||
Bernard G. Rethore, Director | ||||
April 29, 2004 | /s/ NEIL A. SPRINGER* | |||
Neil A. Springer, Director | ||||
April 29, 2004 | /s/ MICHAEL T. TOKARZ* | |||
Michael T. Tokarz, Director | ||||
April 29, 2004 | /s/ WILLIAM F. OHRT | |||
William F. Ohrt, Executive Vice President and Principal Financial Officer | ||||
April 29, 2004 | /s/ CHARLES E. CAUTHEN | |||
Charles E. Cauthen, Senior Vice President, Controller and Principal Accounting Officer | ||||
| * By: | ||||
| /s/ CHARLES E. CAUTHEN Charles E. Cauthen Attorney-in-Fact |
2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders
of Walter Industries, Inc.
Our audits of the consolidated financial statements of Walter Industries, Inc. referred to in our report dated March 11, 2004 appearing on page F-2 of Form 10-K filed on March 15, 2004 also included an audit of the financial statement schedules listed in Item 15(a)(2) of Form 10-K filed on March 15, 2004. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Tampa, Florida
March 11, 2004
3
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
| Description | Balance at Beginning of Period | Additions Charged to Cost and Expenses | Deductions from/ Adjustments to reserves | Balance at end of Period | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
For the year ended December 31, 2001 | |||||||||||||
| Allowance for losses deducted from instalment notes receivable | $ | 10,300 | $ | 11,026 | $ | (10,326) | (1) | $ | 11,000 | ||||
| Allowance for losses deducted from trade receivables | $ | 4,933 | $ | 551 | $ | (3,904) | (1) | $ | 1,580 | ||||
| Allowance for losses deducted from other receivables | $ | — | $ | 474 | $ | — | $ | 474 | |||||
| SFAS 109 valuation allowance | $ | 22,331 | $ | — | $ | (1,559 | ) | $ | 20,772 | ||||
For the year ended December 31, 2002 | |||||||||||||
| Allowance for losses deducted from instalment notes receivable | $ | 11,000 | $ | 12,400 | $ | (12,126) | (1) | $ | 11,274 | ||||
| Allowance for losses deducted from trade receivables | $ | 1,580 | $ | 3,517 | $ | (3,592) | (1) | $ | 1,505 | ||||
| Allowance for losses deducted from other receivables | $ | 474 | $ | 1 | $ | (156 | ) | $ | 319 | ||||
| SFAS 109 valuation allowance | $ | 20,772 | $ | — | $ | (307 | ) | $ | 20,465 | ||||
For the year ended December 31, 2003 | |||||||||||||
| Allowance for losses deducted from instalment notes receivable | $ | 11,274 | $ | 15,660 | $ | (14,259) | (1) | $ | 12,675 | ||||
| Allowance for losses deducted from trade receivables | $ | 1,505 | $ | 317 | $ | (292) | (1) | $ | 1,530 | ||||
| Allowance for losses deducted from other receivables | $ | 319 | $ | 70 | $ | (260) | (1) | $ | 129 | ||||
| SFAS 109 valuation allowance | $ | 20,465 | $ | 1,904 | $ | — | $ | 22,369 | |||||
II-1
| Exhibit Number | | Description | ||
|---|---|---|---|---|
| 2(a)(i | ) | — | Amended Joint Plan of Reorganization of Walter Industries, Inc. and certain of its subsidiaries, dated as of December 9, 1994(1) | |
2(a)(ii | ) | — | Modification to the Amended Joint Plan of Reorganization of Walter Industries, Inc. and certain of its subsidiaries, as filed in the Bankruptcy Court on March 1, 1995(2) | |
2(a)(iii | ) | — | Findings of Fact, Conclusions of Law and Order Confirming Amended Joint Plan of Reorganization of Walter Industries, Inc. and certain of its subsidiaries, as modified(3) | |
3(i | ) | — | Amended and Restated Certificate of Incorporation of the Company(10) | |
3(ii | ) | — | Amended and Restated By-Laws(15) | |
10.1 | — | Form of Common Stock Registration Rights Agreement(3) | ||
10.2 | — | Channel One Registration Rights Agreement(6) | ||
10.3 | — | Director and Officer Indemnification Agreement, dated as of March 3, 1995, among the Company and the Indemnities parties thereto(4) | ||
10.4 | — | Walter Industries, Inc. Directors' Deferred Fee Plan(17) | ||
10.5 | — | 1995 Long-Term Incentive Stock Plan of Walter Industries, Inc.(5) | ||
10.6 | — | Variable Funding Loan Agreement, dated as of March 3, 1995, among Mid-State Trust V Enterprise Funding Corporation and NationsBank N.A. and amendments thereto(7) | ||
10.7 | — | Amendment No. 5 to Variable Funding Loan Agreement(8) | ||
10.8 | — | Amendment No. 6 to Variable Funding Loan Agreement dated September 27, 2000(9) | ||
10.9 | — | Agreement, dated as of November 2, 2000, between the Company and Donald DeFosset(11) | ||
10.10 | — | Agreement, dated as of October 31, 2000, between the Company and Joseph J. Troy(14) | ||
10.11 | — | Agreement, dated as of December 29, 2001, between the Company and William F. Ohrt(12) | ||
10.12 | — | Agreement, dated as of December 29, 2001, between the Company and Anthony L. Hines(12) | ||
10.13 | — | Agreement dated September 29, 2000 between the Company and George R. Richmond(14) | ||
10.14 | — | 2002 Long-Term Incentive Award Plan of Walter Industries, Inc.(13) | ||
10.15 | — | Agreement, dated as of July 24, 2002 between the Company and Victor Patrick(17) | ||
10.16 | — | Agreement, dated as of January 6, 2003, between the Company and Brad Kitterman(17) | ||
E-1
10.17 | — | $500 million Credit Agreement by and among Walter Industries, Inc. as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, SunTrust Bank as Syndication Agent and Letter of Credit issuer, BNP Paribas and Credit Lyonnais New York Branch as Co-Documentation Agents and the Lender's Party hereto.(15) | ||
10.18 | — | Amended and Restated Purchase Agreement and Plan of Merger dated as of November 13, 2003 by and between Walter Industries, Inc., Applied Industrial Materials Corporation, Gans Transport Agencies (USA), Inc., AIMCOR (Far East), Inc. and Oxbow Carbon & Minerals, LLC(16) | ||
10.19 | — | Stock Purchase Agreement dated October 30, 2003 by and among Walter Industries, Inc., Wellspring Aluminum Acquisition Co. 2 and Wellspring Capital Partners III, LP(17) | ||
21 | — | Subsidiaries of the Company(17) | ||
23 | — | Consent of PricewaterhouseCoopers LLP | ||
24 | — | Power of Attorney | ||
31.1 | — | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002-Chief Executive Officer | ||
31.2 | — | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002-Chief Financial Officer | ||
32.1 | — | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350—Chief Executive Officer | ||
32.2 | — | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350—Chief Financial Officer |
E-2
E-3
