-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JdbbQ/o1wX9S2ihMFLEqT64p+qnyES7BKo52hKyciFd2d4iZWjyA25ZgBsH2lLmc HGvXZfTaRKoBLypd446Qiw== 0000898382-01-000009.txt : 20010208 0000898382-01-000009.hdr.sgml : 20010208 ACCESSION NUMBER: 0000898382-01-000009 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WALTER INDUSTRIES INC /NEW/ CENTRAL INDEX KEY: 0000837173 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 133429953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44983 FILM NUMBER: 1526921 BUSINESS ADDRESS: STREET 1: 1500 N DALE MABRY HWY CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8138714811 MAIL ADDRESS: STREET 1: 1500 N DALE MABRY HWY STREET 2: 1500 NORTH MABRY HGWY CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBOROUGH HOLDINGS CORP DATE OF NAME CHANGE: 19910814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERMAN LEON G CENTRAL INDEX KEY: 0000898382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL STREET PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2124955200 MAIL ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL ST PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13G/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* WALTER INDUSTRIES, INC. (Name of Issuer) Common Stock $.01 par value (Title of Class of Securities) 93317 Q 10 5 (CUSIP Number) December 31, 2000 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 93317 Q 10 5 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). LEON G. COOPERMAN 2. Check Appropriate Box if a Member of a Group* (a) [ ] (b) [ X] 3. SEC Use Only 4. Citizenship or Place of Organization: UNITED STATES 5. Sole Voting Power 2,055,934 Number of Shares Bene- 6. Shared Voting Power ficially by 784,029 Owned by 7. Sole Dispositive Power Each Report- 2,055,934 ing Person 8. Shared Dispositive Power With: 784,029 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,839,963 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares * 11. Percent of Class Represented by Amount in Row (11): 6.1% 12. Type of Reporting Person* IN *See Instructions Before Filling Out. Item 1(a) Name of Issuer: Walter Industries, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 1500 North Dale Mabry Highway Tampa, FL 33607 Item 2(a) Name of Person Filing: This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman"). Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. ("Associates"), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of four limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"), Omega Institutional Partners, L.P. ("Institutional LP"), Omega Capital Investors, L.P.("Investors LP") and Omega Equity Investors, L.P. ("Equity LP"). These entities are private investment firms engaged in the purchase and sale of securities for investment for their own accounts. Mr. Cooperman is the President and majority stockholder of Omega Advisors, Inc. ("Advisors"), a Delaware corporation, engaged in providing investment management services and is deemed to control said entity. Advisors serves as the investment manager to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman Islands exempted company, with a business address at British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West Indies. Mr. Cooperman has investment discretion over portfolio investments of Overseas and is deemed to control said investments. Advisors also serves as a discretionary investment advisor to a limited number of institutional clients (the "Managed Accounts"). As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days. Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Institutional LP, Investors LP, Equity LP, and Advisors. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of Mr. Cooperman, Capital LP, Institutional LP, Investors LP, Equity LP, Overseas, and Advisors is 88 Pine Street, Wall Street Plaza - 31st Floor, New York, New York 10005. Item 2(c) Citizenship: Mr. Cooperman is a United States citizen; Item 2(d) Title of Class of Securities: Common Stock $.01 par value (the "Shares") Item 2(e) CUSIP Number: 93317 Q 10 5 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c): This Item 3 is not applicable. Item 4. Ownership: Item 4(a) (b) Amount Beneficially Owned and Percent of Class: Mr. Cooperman may be deemed the beneficial owner of 2,839,963 Shares which constitutes approximately 6.1% of the total number of Shares outstanding. This is based on the Issuer's Form 10-Q for the quarter ended August 31, 2000 and filed on October 13, 2000 which reflected 46,258,892 Shares outstanding as of September 29, 2000. This consists of 800,160 Shares owned by Capital LP; 49,739 Shares owned by Institutional LP; 105,400 Shares owned by Investors LP; 1,100,635 Shares owned by Overseas; and 784,029 Shares owned by the Managed Accounts. Item 4(c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,055,934 (ii) Shared power to vote or to direct the vote: 784,029 (iii)Sole power to dispose or to direct the disposition of: 2,055,934 (iv) Shared power to dispose or to direct the disposition of: 784,029 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This item 9 is not applicable. Item 10. Certification: By signing below the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: February 7, 2001 LEON G. COOPERMAN, individually, as Managing Member of Omega Associates, L.L.C. on behalf of Omega Capital Partners, L.P., Omega Institutional Partners, L.P., Omega Capital Investors, L.P., Omega Equity Investors, L.P. and as President of Omega Advisors, Inc. By /s/ ALAN M. STARK Alan M. Stark Attorney-in-Fact Power of Attorney on file ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----