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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) March 17, 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)
Registrant's telephone number, including area code: (813) 871-4811
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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On March 17, 2005, Perry Golkin and Simon E. Brown informed the Company that
they did not intend to stand for re-election as directors of the Company at the
Company's annual meeting of stockholders to be held on April 28, 2005. Mr.
Golkin has served on the Company's Board since 1987. Mr. Brown has served on the
Board since 2004. Messrs. Golkin and Brown decided not to stand for re-election
due to other personal commitments.
On March 21, 2005, the Board approved a resolution that effective upon the
election of directors at the 2005 Annual Meeting, the number of directors that
shall constitute the Board will be seven (7). The Board is conducting a process
to identify director candidates and, if appropriate and when qualified
candidates are found, the Board will exercise its powers under the By-Laws to
increase the number of directors and to appoint one or more directors to fill
the vacancy or vacancies.
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.
By: /s/ Victor P. Patrick
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Title: Victor P. Patrick
Sr. Vice President,
General Counsel and Secretary
Date: March 22, 2005