UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 20, 2005
WALTER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-13711 | | 13-3429953 |
(State or other jurisdiction of | | (Commission | | (IRS Employer |
incorporation or organization) | | File Number) | | Identification No.) |
| | | | |
4211 W. Boy Scout Boulevard, Tampa, Florida | | 33607 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (813) 871-4811 |
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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 240.13-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 20, 2005, the Board of Directors of Walter Industries, Inc. (the “Company”) approved and adopted an amendment to the Company’s By-Laws. The amendment adds a new Section 6 to Article I which sets forth a procedure by which the Company’s Board of Directors may fix a record date for corporate actions to be taken by written consent of stockholders.
Section 6 of Article I of the By-Laws reads in its entirety as follows:
ARTICLE I
MEETING OF STOCKHOLDERS
Section 6. Record Date for Written Consents to Corporate Action. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days after the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of stockholders meetings are recorded, to the attention of the Secretary of the Corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors, and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.
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A copy of the Company’s By-Laws will be filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2005. The amended By-Laws are available on the Corporate Governance page of the Company’s website at www.walterind.com.
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SIGNATURES
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.
| WALTER INDUSTRIES, INC. |
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| |
| By: | /s/ Victor P. Patrick | |
| Title: | Victor P. Patrick |
| | Sr. Vice President, General Counsel |
| | and Secretary |
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Date: October 21, 2005 | | |
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