| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-00595 |
| Washington, D.C. 20549 | Expires: February 28, 2006 |
| SCHEDULE 14A | Estimated average burden hours per response......... 12.75 |
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
2. | Aggregate number of securities to which transaction applies: | |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4. | Proposed maximum aggregate value of transaction: | |
5. | Total fee paid: | |
SEC 1913 (03-04) Persons who are to respond to the Collection of information contained in this form are not required to respond unless the form displays a currently valid OMB cotrol number. | ||
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
![](https://capedge.com/proxy/DEF 14A/0001145443-05-000694/walterinduslogo.jpg)
![](https://capedge.com/proxy/DEF 14A/0001145443-05-000694/ddefossetsig.jpg)
Chairman, President and Chief Executive Officer
![](https://capedge.com/proxy/DEF 14A/0001145443-05-000694/walterinduslogo.jpg)
APRIL 28, 2005
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Walter Industries, Inc. (the “Company”), a Delaware corporation, will be held on Thursday, April 28, 2005 at 10:00 A.M., local time, at the Saddlebrook Resort, 5700 Saddlebrook Way, Wesley Chapel, Florida 33543, for the following purposes:
1. | to elect seven members to the Board of Directors to serve for the ensuing year; |
2. | to ratify the appointment of PricewaterhouseCoopers LLP as independent certified public accountants for the Company for the year ending December 31, 2005; and |
3. | to transact such other business as may properly come before the Annual Meeting and any adjournment thereof. |
![](https://capedge.com/proxy/DEF 14A/0001145443-05-000694/vpatricksig.jpg)
Secretary
Tampa, Florida
March 28, 2005
WALTER INDUSTRIES, INC.
4211 W. Boy Scout Blvd.
Tampa, Florida 33607
PROXY STATEMENT
THE PROXY
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Name | Age | Served as Director of the Company From | ||
---|---|---|---|---|
Donald N. Boyce | 66 | 1998 | ||
Howard L. Clark, Jr. | 61 | 1995 | ||
Don DeFosset | 55 | 2000 | ||
Jerry W. Kolb | 69 | 2003 | ||
Bernard G. Rethore | 63 | 2002 | ||
Neil A. Springer | 66 | 2000 | ||
Michael T. Tokarz | 55 | 1987 |
2
Name | Age | Business Experience | Served as Director of the Company From | |||
---|---|---|---|---|---|---|
Simon E. Brown | 34 | Mr. Brown was appointed to the Board on August 19, 2004. Mr. Brown has been a Principal of Kohlberg Kravis Roberts & Co. since 2003. From 1999-2003 Mr. Brown was an executive with Madison Dearborn Partners. Mr. Brown also is a director of Sealy Corporation and The Boyds Collection Ltd. | 2004 | |||
Perry Golkin | 51 | Mr. Golkin was a director of the Company from 1987 to March 2, 1995. On November 14, 1995, he was re-elected a director of the Company. Mr. Golkin has been a member of the limited liability company which serves as the general partner of Kohlberg Kravis Roberts & Co. L.P. since January 1996. Mr. Golkin was a general partner of Kohlberg Kravis Roberts & Co. L.P. from January 1995 to January 1996. Mr. Golkin also is a director of PRIMEDIA Inc., Rockwood Specialties, Inc., Willis Group Holdings Limited, Bristol West Holdings, Inc. and Alea Group Holdings (Bermuda) Ltd. | 1987 |
3
PROPOSAL TWO
TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING
DECEMBER 31, 2005
Fees Paid to Independent Auditor
FISCAL YEARS ENDED | ||||
---|---|---|---|---|
2004 | 2003 | |||
AUDIT FEES | 3,820,000 | $1,339,000 | ||
AUDIT RELATED FEES (a) | 102,000 | 381,000 | ||
TAX FEES (b) | 173,000 | 551,000 | ||
ALL OTHER FEES (c) | 87,000 | 24,000 | ||
TOTAL FEES | 4,182,000 | $2,295,000 |
(a) | Audit Related Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. Such services related primarily to audits of the Company’s benefit plans, agreed-upon procedures related to securitizations, and audits of separate statements for divested subsidiaries and, in 2004, Sarbanes-Oxley Section 404 work. |
(b) | Tax Fees consist of professional services rendered by PWC for tax compliance, tax advice, and tax planning. |
(c) | All Other Fees consist principally of professional services rendered by PWC for advisory and consulting services. |
4
CORPORATE GOVERNANCE
Board Meetings and Committees
5
SEC. The Audit Committee has adopted procedures in its charter for pre-approving all audit and non-audit services provided by the independent auditors. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee also considers whether the independent auditors are able to provide the most effective services, for reasons such as their familiarity with the Company’s current and past business, accounting systems and internal operations, and whether the services enhance the Company’s ability to manage or control risks and improve audit quality. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent auditors to ensure that such services are within the parameters approved by the Audit Committee. The present members of the Audit Committee are Neil A. Springer, Chairman, Jerry W. Kolb and Bernard G. Rethore.
Directors’ Compensation
6
paid retainer fees of $11,250 per quarter, except for the Chairman of the Audit Committee, who will receive a retainer fee of $13,750 per quarter, and the Chairman of the Compensation Committee, who will receive a retainer fee of $12,500 per quarter.
Corporate Governance Guidelines
Stockholder Communication with the Board
7
Code of Conduct Policy and Compliance Program
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Long-Term Compensation | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation | Awards | Payouts | |||||||||||||||||
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Other Annual Compensation ($) | Restricted Stock Awards ($)(1) | Securities Underlying Options (#) | Long-Term Incentive Payouts ($) | All Other Compensation ($)(2) | |||||||||||
Don DeFosset | 2004 | 725,000 | 1,196,250 | 58,986(3) | 533,250 | 45,000 | 0 | 118,513 | (a)(b) | ||||||||||
Chairman, Chief Executive | 2003 | 725,000 | 0 | * | 0 | 100,000 | 203,820 | 96,250 | (a) | ||||||||||
Officer and President | 2002 | 704,167 | 134,536 | * | 0 | 102,000 | 0 | 106,528 | (a)(b) | ||||||||||
William F. Ohrt | 2004 | 326,312 | 416,566 | * | 213,300 | 18,000 | 0 | 45,288 | (a)(b) | ||||||||||
Executive Vice President | 2003 | 320,708 | 0 | * | 0 | 40,000 | 68,693 | 42,414 | (a) | ||||||||||
and Chief Financial Officer | 2002 | 309,454 | 77,767 | * | 0 | 33,926 | 0 | 15,515 | (a) | ||||||||||
Victor P. Patrick | 2004 | 284,625 | 324,473 | * | 263,137 | 17,550 | 0 | 49,083 | (a)(b) | ||||||||||
Senior Vice President, | 2003 | 278,609 | 0 | 38,010(5) | 0 | 24,900 | 43,538 | 99,033 | (a)(b) | ||||||||||
Secretary and General Counsel | 2002 | (4) | 102,083 | 82,500 | * | 0 | 50,000 | 0 | 75,148 | (b) | |||||||||
George R. Richmond | 2004 | 278,649 | 360,000 | * | 191,970 | 16,200 | 0 | (c) | |||||||||||
President of Jim Walter | 2003 | 269,237 | 0 | * | 0 | 29,900 | 0 | (c) | |||||||||||
Resources, Inc., a | 2002 | 259,173 | 129,552 | * | 0 | 17,683 | 0 | (c) | |||||||||||
subsidiary of the Company | |||||||||||||||||||
Lawrence S. Comegys | 2004 | (6) | 375,000 | 243,750 | * | 218,633 | 63,450 | 0 | 0 | ||||||||||
President of Jim Walter Homes, Inc., | 2003 | (6) | (6) | (6) | (6) | (6) | (6 | ) | (6) | ||||||||||
a subsidiary of the Company | 2002 | (6) | (6) | (6) | (6) | (6) | (6 | ) | (6) |
* | Does not exceed reporting thresholds for perquisites and other personal benefits. |
(1) | This column includes the grant date value of the restricted stock units granted in 2004. The restricted stock units vest in seven years, subject to accelerated vesting in the event stock appreciation price targets are met. For Mr. Patrick, the column includes the grant date value of an award of 3992 restricted shares granted on January 9, 2004 that vested on July 9, 2004. Dividends were paid on the restricted stock award in the same way dividends are paid on common stock. |
On December 31, 2004, the named executives held the restricted stock units set forth below. The value of the shares is based on the closing price of $33.73 on December 31, 2004. |
Number of Restricted Units | Value on December 31, 2004 | |||
---|---|---|---|---|
Don DeFosset | 45,000 | $1,517,850 | ||
William F. Ohrt | 18,000 | 607,140 | ||
Victor P. Patrick | 17,550 | 591,962 | ||
George R. Richmond | 16,200 | 546,426 | ||
Lawrence S. Comegys | 18,450 | 622,319 |
8
(2) | This column consists of the following: |
(a) | The Retirement Savings Plan (formerly the Profit Sharing Plan) and the Supplemental Retirement Savings Plan (formerly the Supplemental Profit Sharing Plan) amounts included in this table for the plan year ended December 31, 2004 are: Mr. DeFosset, $21,217 and $74,066; Mr. Ohrt, $21,217 and $13,407; and Mr. Patrick, $21,217 and $8,552. The amounts included in this table for the plan years ended August 31, 2003 and August 31, 2002, respectively, are: Mr. DeFosset, $72,083 and $35,000; and Mr. Ohrt, $31,709 and $15,515. Effective January 1, 2004, the plan year for both the Plans was changed to a calendar year. For the 4-month stub period (September 1, 2003 – December 31, 2003) the amounts included in this table for 2003 are: Mr. DeFosset, $24,167; Mr. Ohrt, $10,705, and Mr. Patrick, $9,488. |
(b) | Relocation expenses, including moving costs, temporary housing rental and travel. Amounts included in this table for 2004 are for tax reimbursement payments related to prior relocation costs as follows: Mr. DeFosset, $23,230; Mr. Ohrt, $10,664, and Mr. Patrick, $19,314. Mr. Patrick’s relocation expenses for 2003 were $89,545, and for 2002 were $75,148. Mr. DeFosset’s relocation expenses for 2002 were $71,528. |
(c) | Mr. Richmond participates in the Pension Plan for Salaried Employees of Subsidiaries, Divisions and/ or Affiliates of Walter Industries, Inc. and the Company’s unfunded, non-qualified Supplemental Pension Plan, both of which are defined benefit plans described herein under “Executive Compensation — Annual Benefits Payable Under Pension Plans.” |
(3) | Other annual compensation consists of a car allowance of $24,000. |
(4) | Mr. Patrick was elected Senior Vice President, General Counsel and Secretary effective August 20, 2002. |
(5) | Other annual compensation consists of a car allowance of $18,000 and $20,010 for one personal round- trip flight on the Company’s airplane, which was directed by the Company. |
(6) | Mr. Comegys was elected President of Jim Walter Homes, Inc. effective January 4, 2004. |
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Options Granted | % of Total Options Granted to Employees in fiscal year ended December 31, 2004 | Exercise or Base Price ($/Sh) | Expiration Date(1) | |||||||||||
Name | 5%(2) | 10%(2) | ||||||||||||
Don DeFosset | 45,000 | 8.51% | $11.85 | 02/19/2014 | $335,358 | $849,863 | ||||||||
William F. Ohrt | 18,000 | 3.41% | $11.85 | 02/19/2014 | $134,143 | $339,945 | ||||||||
Victor P. Patrick | 17,550 | 3.32% | $11.85 | 02/19/2014 | $130,790 | $331,447 | ||||||||
George R. Richmond | 16,200 | 3.07% | $11.85 | 02/19/2014 | $120,729 | $305,951 | ||||||||
Lawrence S. Comegys | 45,000 | 8.51% | $13.12 | 01/04/2014 | $371,299 | $940,946 | ||||||||
Lawrence S. Comegys | 18,450 | 3.49% | $11.85 | 02/19/2014 | $137,497 | $348,444 |
(1) | The right to exercise these options expires no later than the tenth anniversary of the date on which they were granted. Each executive received a grant of non-qualified stock options. All options granted to the named executives in 2004 vest at the rate of 33-1/3% per annum, beginning on the first anniversary of the grant. |
(2) | The amounts of hypothetical potential appreciation shown in these columns reflect required calculations at annual appreciation rates of 5% and 10% set by the Securities and Exchange Commission (“SEC”) and, therefore, are not intended to represent either historical appreciation or anticipated future appreciation in the price of Common Stock. |
9
AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED DECEMBER 31, 2004
AND FISCAL YEAR-END OPTION VALUES
Name | Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options at December 31, 2004 (Exercisable/Unexercisable) | Value of Unexercised In-the-Money Options at December 31, 2004 ($)(1) (Exercisable/Unexercisable) | ||||||
---|---|---|---|---|---|---|---|---|---|---|
Don DeFosset | 0 | 0 | 501,334/245,666 | $ | 12,873,536/5,987,419 | |||||
William F. Ohrt | 0 | 0 | 80,952/85,974 | $ | 1,987,233/2,058,943 | |||||
Victor P. Patrick | 19,927 | $239,101 | 21,707/50,816 | $ | 468,140/1,134,186 | |||||
George R. Richmond | 5,000 | $ 96,656 | 150,756/52,027 | $ | 3,140,066/1,229,415 | |||||
Lawrence S. Comegys | 0 | 0 | 0/63,450 | $ | 0/1,334,943 |
(1) | Represents the fair market value as of December 31, 2004, $33.73 per share (the closing stock price on such date), of the option shares less the exercise price of the options. |
Retirement Savings Plan
10
Annual Benefits Payable Under Pension Plans
Years of Service | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Remuneration | 15 | 20 | 25 | 30 | 35 | |||||
250,000 | 51,844 | 69,125 | 86,406 | 103,687 | 120,968 | |||||
300,000 | 62,905 | 83,873 | 104,841 | 125,809 | 146,777 | |||||
350,000 | 73,967 | 98,623 | 123,279 | 147,935 | 172,591 | |||||
400,000 | 85,030 | 113,374 | 141,717 | 170,060 | 198,404 | |||||
450,000 | 96,093 | 128,124 | 160,155 | 192,186 | 224,217 | |||||
500,000 | 107,156 | 142,874 | 178,593 | 214,312 | 250,030 | |||||
550,000 | 118,219 | 157,625 | 197,031 | 236,437 | 275,843 | |||||
600,000 | 129,280 | 172,373 | 215,466 | 258,559 | 301,652 | |||||
650,000 | 140,342 | 187,123 | 233,904 | 280,685 | 327,466 | |||||
700,000 | 151,405 | 201,874 | 252,342 | 302,810 | 353,279 | |||||
750,000 | 162,468 | 216,624 | 270,780 | 324,936 | 379,092 | |||||
800,000 | 173,531 | 231,374 | 289,218 | 347,062 | 404,905 |
Compensation Committee Interlocks and Insider Participation
Employment, Severance and Change-of-Control Arrangements
11
12
determined under Section 280G of the Internal Revenue Code. Payments subject to the excise tax would not be deductible by the Company. The Agreements provide that no executive is entitled to receive duplicative severance benefits under any other Company-related plans or programs if benefits are triggered thereunder.
Certain Relationships and Certain Related Transactions
13
PERFORMANCE GRAPH
![](https://capedge.com/proxy/DEF 14A/0001145443-05-000694/d16613line.jpg)
INDEXED RETURNS | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Base Period May 99 | Years Ending | |||||||||||||||||||||||||||
Company/Index | May 00 | Dec 00 | Dec 01 | Dec 02 | Dec 03 | Dec 04 | ||||||||||||||||||||||
WALTER INDUSTRIES INC | 100 | 83.13 | 58.05 | 88.65 | 85.73 | 106.82 | 272.21 | |||||||||||||||||||||
RUSSELL 2000. | 100 | 109.91 | 112.47 | 115.27 | 91.66 | 134.97 | 159.70 | |||||||||||||||||||||
DOW JONES DIVERSIFIED INDUSTRIALS | 100 | 130.54 | 129.10 | 116.07 | 75.37 | 101.95 | 121.50 |
14
REPORT OF THE COMPENSATION AND HUMAN RESOURCES
COMMITTEE ON EXECUTIVE COMPENSATION
General Compensation Policy
Principal Compensation Elements
Base Salary
Executive Bonuses
15
targets for subsidiary presidents are based on operating income and RONA of their respective subsidiaries, as well as the Company’s net income.
Stock-Based Compensation
Compliance with Internal Revenue Code Section 162(m)
16
$1 million limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals and the board committee that establishes such goals consists only of “outside directors” as defined in Section 162(m) of the Code. All of the members of the Committee qualify as “outside directors.” The Committee intends to maximize the extent of tax deductibility of executive compensation under the provisions of Section 162(m) of the Code so long as doing so is compatible with its determinations as to the most appropriate methods and approaches for the design and delivery of compensation. In September 1997, the stockholders approved the Incentive Plan.
Compensation of Chairman of the Board and Chief Executive Officer
Stock Ownership
Summary
COMMITTEE
Donald N. Boyce, Chairman
Perry Golkin
Bernard G. Rethore
Neil A. Springer
17
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
Neil A. Springer, Chairman
Jerry W. Kolb
Bernard G. Rethore
18
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
Ownership of Directors and Executive Officers
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Common Stock Outstanding | ||||
---|---|---|---|---|---|---|
Donald N. Boyce Director | 28,001 | (1) | * | |||
Simon Brown Director | 0 | * | ||||
Howard L. Clark, Jr. Director | 8,001 | (2) | * | |||
Don DeFosset Chairman of the Board, President and Chief Executive Officer | 132,259 | * | ||||
Perry Golkin Director | 0 | * | ||||
Jerry W. Kolb Director | 2,335 | (3) | * | |||
Bernard G. Rethore Director | 6,000 | (4) | * | |||
Neil A. Springer Director | 4,500 | (5) | * |
19
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Common Stock Outstanding | |||
---|---|---|---|---|---|
Michael T. Tokarz Director | 8,001 | (6) | * | ||
William F. Ohrt Executive Vice President and Chief Financial Officer | 99,112 | (7) | * | ||
Victor P. Patrick Senior Vice President, Secretary and General Counsel | 43,870 | (8) | * | ||
George R. Richmond President of Jim Walter Resources, Inc., a subsidiary of the Company | 123,104 | (9) | * | ||
Lawrence S. Comegys President of Jim Walter Homes, Inc., a subsidiary of the Company | 35,900 | (10) | * | ||
All current directors and executive officers as a group (18 individuals) | 686,350 | (11) | 1.8 |
* | Less than 1% of outstanding Common Stock |
(1) | Includes 10,000 shares owned by Mr. Boyce’s wife and options to purchase 8,001 shares exercisable currently or within 60 days of March 15, 2005. |
(2) | Includes options to purchase 8,001 shares exercisable currently or within 60 days of March 15, 2005. |
(3) | Includes options to purchase 1,335 shares exercisable currently or within 60 days of March 15, 2005. |
(4) | Includes options to purchase 4,000 shares exercisable currently or within 60 days of March 15, 2005. |
(5) | Includes options to purchase 4,000 shares exercisable currently or within 60 days of March 15, 2005. |
(6) | Includes options to purchase 8,001 shares exercisable currently or within 60 days of March 15, 2005. |
(7) | Includes options to purchase 50,775 shares exercisable currently or within 60 days of March 15, 2005. |
(8) | Includes options to purchase 10,766 shares exercisable currently or within 60 days of March 15, 2005. |
(9) | Includes options to purchase 77,199 shares exercisable currently or within 60 days of March 15, 2005. |
(10) | Includes options to purchase 6,150 shares exercisable currently or within 60 days of March 15, 2005. |
(11) | Includes 253,713 shares purchasable by all current directors and executive officers under stock options exercisable currently or within 60 days of March 15, 2005. |
20
Ownership of Principal Stockholders
Name and Mailing Address | Number of Shares of Common Stock Beneficially Owned | Percent of Common Stock Outstanding | ||
---|---|---|---|---|
Appaloosa Management LP(1) David A. Tepper 26 Main Street, First Floor Chatham, NJ 07928 | 5,895,100 | 15.6 | ||
Barclays Global Investors, N.A.(2) 45 Fremont Street, 17th Floor San Francisco, CA 94105 | 3,131,760 | 8.3 | ||
BlackRock, Inc.(3) 40 East 52nd Street New York, NY 10022 | 2,356,755 | 6.2 | ||
LSV Asset Management(4) 1 N. Wacker Drive Chicago, IL 60606 | 1,939,900 | 5.1 |
(1) | According to the Form 4 filed by David A. Tepper on behalf of Appaloosa Management LP and affiliated entities (collectively “Appaloosa”) with the SEC on November 23, 2004, Appaloosa beneficially owns 5,895,100 shares of Common Stock. Of such shares, Appaloosa Investment Limited Partnership (“AILP”) owns 3,091,398 shares of Common Stock and Palomino Fund Ltd (“Palomino”) owns 2,708,602 of Common Stock. Mr. Tepper is the sole stockholder and President of Appaloosa Partners Inc. (“API”). API is the general partner of and Mr. Tepper owns a majority of the limited partnership interests of Appaloosa Management LP. Appaloosa Management LP is the general partner of AILP and acts as an investment advisor to Palomino. Mr. Tepper disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the entities. |
(2) | According to the Schedule 13G filed by Barclays Global Investors, N.A. on behalf of itself and certain of its affiliated entities (collectively, “Barclays”) on February 14, 2005 (the “Barclays 13G”), Barclays beneficially owns 3,131,760 shares of Common Stock. Of such shares, Barclays Global Investors, N.A. owns 2,850,257 shares, Barclays Global Fund Advisors owns 276,603 shares and Palomino Limited owns 4,900 shares. According to the Barclays 13G, Barclays has sole voting power over 2,834,754 shares, shared voting power over none of the shares, sole dispositive power over 3,131,760 shares and shared dispositive power over none of the shares. |
(3) | According to the Form 8-K filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 31, 2005, BlackRock announced it had completed on January 31, 2005 its acquisition of SSRM Holdings, Inc., the holding company of State Street Research & Management Co. (“State Street”) and the merger of the State Street funds with the BlackRock funds. According to the Schedule 13G filed by State Street with the SEC on March 14, 2005, State Street reported that, as of December 31, 2004, it had ceased to beneficially own more than five percent of the class of securities of the Company. According to the Form 13F filed by State Street with the SEC on January 28, 2005 for the calendar year or quarter ended December 31, 2004, certain mutual funds and/or institutional accounts managed by State Street owned 1,156,550 shares of Common Stock over which State Street has sole voting and dispositive power. |
21
According to the Form 13F filed by BlackRock with the SEC on February 4, 2005 for the calendar year or quarter ended December 31, 2004 (the “BlackRock 13F”) certain mutual funds and/or institutional accounts managed by BlackRock owned 1,200,205 shares of Common Stock. According to the BlackRock 13F, BlackRock has sole dispositive power over all the shares, sole voting power over 757,000 of the shares and no voting power over the remainder of the shares. |
(4) | According to the Form 13G filed by LSV Asset Management (“LSV”) with the SEC on February 11, 2005 (the “LSV 13G”), LSV beneficially owns 1,939,900 shares of Common Stock. According to the LSV 13G, LSV has sole voting power over 1,254,400 shares, shared voting power over none of the shares, sole dispositive power over 1,939,900 shares and shared dispositive power over none of the shares. |
22
OTHER BUSINESS
DEADLINE FOR STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING
![](https://capedge.com/proxy/DEF 14A/0001145443-05-000694/vpatricksig.jpg)
Secretary
Walter Industries, Inc.
Tampa, Florida
March 28, 2005
23
WALTER INDUSTRIES, INC.
C/O PROXY SERVICES
P.O. BOX 9112
FARMINGDALE, NY 11735
VOTE BY INTERNET - www.proxyvote.com
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
VOTE BY PHONE - 1-800-690-6903
VOTE BY MAIL
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | WALTER | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
WALTER INDUSTRIES, INC.
THE DIRECTORS RECOMMEND A VOTE “FOR” ITEMS 1 AND 2. | |||||||||||
Vote On Directors | For All ¡ | Withhold All ¡ | For All Except ¡ | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | |||||||
1. | To elect as Directors of Walter Industries, Inc. the nominees listed below. | ||||||||||
01) 02) 03) 04) | Donald N. Boyce Howard L. Clark, Jr. Don DeFosset Jerry W. Kolb | 05) 06) 07) | Bernard G. Rethore Neil A. Springer Michael T. Tokarz | ||||||||
Vote On Proposal | For | Against | Abstain | ||||||||
2. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent certified public accountants for the Company for the year ending December 31, 2005. | ¡ | ¡ | ¡ | |||||||
3. | In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. | ||||||||||
The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR items 1 and 2. | |||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
WALTER INDUSTRIES, INC.
Annual Meeting of Stockholders — April 28, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Walter Industries, Inc., a Delaware corporation, hereby appoint(s) Michael T. Tokarz, Donald N. Boyce and Don DeFosset, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of Walter Industries, Inc., to be held April 28, 2005 at 10:00 a.m., at the Saddlebrook Resort, 5700 Saddlebrook Way, Wesley Chapel, Florida 33543, and at any adjournment or adjournments thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on all matters set forth on the reverse side:
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
(Continued, and to be signed and dated, on the reverse side.)