-----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, Kw+zIF7NoNckuVtPWlbgCiKMiPcVWzFfQJpsK85hHFVrkWWGh2Z9h2iyqNoaKQ5a NrAmjNv70CsIrH8T908YWw== 0001085146-06-000051.txt : 20060131 0001085146-06-000051.hdr.sgml : 20060131 20060131083225 ACCESSION NUMBER: 0001085146-06-000051 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060131 DATE AS OF CHANGE: 20060131 GROUP MEMBERS: CNH CA MASTER ACCOUNT, L.P. GROUP MEMBERS: CNH PARTNERS, LLC 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: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44983 FILM NUMBER: 06564026 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: CNH PARTNERS LLC CENTRAL INDEX KEY: 0001167456 IRS NUMBER: 134172062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLAZA STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-742-3600 MAIL ADDRESS: STREET 1: TWO GREENWICH PLAZA STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 cnh13ga1walterind013006.htm CNH - WALTER INDUSTRIES
OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response. . . 11







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Walter Industries, Inc.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

93317Q105
(CUSIP Number)

12/31/2005
(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)

CUSIP No. 93317Q105
  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
CNH Partners, LLC 13-4172062;  CNH CA Master Account, L.P. 42-1571441
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) [ ]
    (b) [X]
  3. SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
  4. Citizenship or Place of Organization   Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
6. Shared Voting Power 3.75% Convertible Senior Subordinated Notes which are convertible into 3,627,190 shares of Common Stock, $0.01 par value per share.
7. Sole Dispositive Power
8. Shared Dispositive Power 3.75% Convertible Senior Subordinated Notes which are convertible into 3,627,190 shares of Common Stock, $0.01 par value per share.

9. Aggregate Amount Beneficially Owned by Each Reporting Person 3.75% Convertible Senior Subordinated Notes which are convertible into 3,627,190 shares of Common Stock, $0.01 par value per share.

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11. Percent of Class Represented by Amount in Row (9) 8.53 %

12. Type of Reporting Person (See Instructions)
PN

Item 1.
  (a) Name of Issuer
Walter Industries, Inc.
  (b) Address of Issuer's Principal Executive Offices
    4211 W. Boy Scout Boulevard, Tampa, Florida 33607-5724
                     
Item 2.
  (a) Name of Person Filing
CNH CA Master Account, L.P.
  (b) Address of Principal Business Office or, if none, Residence
Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830
  (c) Citizenship
Cayman Islands
  (d) Title of Class of Securities
Common Stock, $0.01 par value per share
  (e) CUSIP Number
93317Q105
 
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
  (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
  (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
  (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
  (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
  (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
 
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a) Amount beneficially owned:  3.75% Convertible Senior Subordinated Notes which are convertible into 3,627,190 shares of Common Stock, $0.01 par value per share.
  (b) Percent of class: 8.53 %
  (c) Number of shares as to which the person has:
    (i) Sole power to vote or to direct the vote 
    (ii) Shared power to vote or to direct the vote  3.75% Convertible Senior Subordinated Notes which are convertible into 3,627,190 shares of Common Stock, $0.01 par value per share.
    (iii) Sole power to dispose or to direct the disposition of 
    (iv) Shared power to dispose or to direct the disposition of  3.75% Convertible Senior Subordinated Notes which are convertible into 3,627,190 shares of Common Stock, $0.01 par value per share.
 
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.[ ].
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
By signing below I certify that, to the best of my 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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

01/30/2006
Date
/s/ Bradley Asness
Signature
Bradley Asness, Secretary
Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

Advisor Consultant Network, Inc. Copyright © 2006

 -----END PRIVACY-ENHANCED MESSAGE-----