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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 31, 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 1.01 MATERIAL DEFINITIVE AGREEMENT
On March 31, 2005, Walter Industries, Inc. (the "Company") entered into a
Seventh Amendment of its Credit Agreement dated April 17, 2003 by and among the
Company, Bank of America, N.A. as Administrative Agent, Swing Line Lender and
L/C Issuer, SunTrust Bank, as Syndication Agent and L/C Issuer, BNP Paribas and
Credit Lyonnais as Co-Documentation Agents and the Lenders thereto (the "Credit
Agreement"). The Seventh Amendment increases the Revolving Credit facility by
$20,000,000 to a total of $265,000,000. The Seventh Amendment also lowers the
applicable rate attributed to borrowings, letter of credit fees, and commitment
fees; increases the aggregate amount of permitted indebtedness related to
capital leases, synthetic lease obligations and purchase money obligations for
real property and fixed capital assets from $25,000,000 to $50,000,000; provides
for up to $200,000,000 of subordinated debt; amends the Company's ability to pay
dividends and repurchase its common stock to an amount not to exceed in any
fiscal year $35,000,000 plus 50% of Consolidated Net Income for the immediately
preceding fiscal year; allows the prepayment of subordinated debt under certain
conditions; amends the Financial Covenants by (i) increasing the maximum
permitted Consolidated Leverage Ratio from 2.75 to 1.0 to 3.50 to 1.0, (ii)
adding a new Consolidated Senior Secured Leverage Ratio not to exceed 2.50 to
1.0, (iii) deleting the Fixed Charge Coverage Ratio, and (iv) adding a
limitation on Capital Expenditures in each fiscal year; increases the threshold
for lender approval for individual cash acquisitions from $50,000,000 to
$100,000,000; and allows the Company to increase the Credit Agreement under
certain conditions in an aggregate amount not to exceed $110,000,000 through
increased commitments of existing lenders or the addition of new lenders.
ITEM 8.01 OTHER EVENTS
The Company announces that its 3.75% Convertible Senior Subordinated Notes due
2024 (the "Convertible Notes") are convertible, having satisfied, as of March
31, 2005, the common stock sale price condition. As a result of the satisfaction
of this condition, holders may convert their Convertible Notes into shares of
the Company's common stock at any time on or prior to 5:00 p.m., New York City
time, on June 30, 2005. The Convertible Notes may be convertible during future
periods if this or other conditions to conversion are satisfied. As previously
announced, conversion notifications are disclosed in filings with the Securities
and Exchange Commission on Form 8-K, which are posted on the Company's web site.
Pursuant to the terms of the indenture under which Convertible Notes were issued
in April 2004, the Convertible Notes are currently convertible at a rate of
56.0303 shares of common stock per $1,000 principle amount of Convertible Notes
(equivalent to a conversion price of $17.85 per share). The Company has the
option to satisfy all or a portion of its conversion obligation in cash. Cash
will be paid in lieu of fractional shares. If all outstanding Convertible Notes
were surrendered for conversion and if Walter Industries elected to satisfy the
entire conversion solely with shares, the aggregate number of shares of common
stock issued would total approximately 9.8 million.
The Convertible Notes were also subject to conversion at the option of holders
during the period from January 1, 2005 to March 31, 2005. No conversions took
place during that period.
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: April 1, 2005