-----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, ICecBvS94I4CN8gi8aZbOwq35VQaSRU5Zy+DS375TwcXPGFcn9piSoqW9PlPx7em IhZm1yclmxhlSA3r5fF4wQ== 0000893750-99-000183.txt : 19990430 0000893750-99-000183.hdr.sgml : 19990430 ACCESSION NUMBER: 0000893750-99-000183 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990429 EFFECTIVENESS DATE: 19990429 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-77283 FILM NUMBER: 99603647 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 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBOROUGH HOLDINGS CORP DATE OF NAME CHANGE: 19910814 S-8 1 Registration No. 333- ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ Form S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ___________ Walter Industries, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 13-3429953 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1500 North Dale Mabry Highway Tampa, FL 33607 (Address, Including Zip Code, of Registrant's Principal Executive Office) Walter Industries, Inc. Employee Stock Purchase Plan Walter Industries, Inc. Amended 1995 Long-Term Incentive Stock Plan (Full title of the Plans) Dean M. Fjelstul Senior Vice President and Chief Financial Officer Walter Industries, Inc. 1500 North Dale Mabry Highway Tampa, FL 33607 (813) 871-4811 (Name, Address and Telephone Number, Including Area Code, of Agent For Service) ___________ Copy to: Peter J. Gordon, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3909 ___________ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Title of Amount to Offering Maximum Amount of Securities to be Price Aggregate Registration be Registered Registered Per Share Offering Price Fee ------------- ---------- --------- -------------- ------------ Common Stock, par value $.01 per share 3,500,000(1) $11.47 (2) $40,145,000 (2) $11,160.31 (2) (1) Represents 3,000,000 shares of Common Stock issuable under the Walter Industries, Inc. Amended 1995 Long-Term Incentive Stock Plan and 500,000 shares of Common Stock issuable under the Walter Industries, Inc. Employee Stock Purchase Plan. (2) Estimated solely for calculating the registration fee and calculated pursuant to Rule 457(c), based on the average of the high and low sale prices of the Common Stock on April 21, 1999 as reported on the New York Stock Exchange Composite Tape. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission by Walter Industries, Inc. (the "Company") are hereby incorporated in this Registration Statement by reference: (a) Annual Report on Form 10-K for the fiscal year ended May 31, 1998 (File No. 000-20537). (b) Quarterly Reports on Form 10-Q for the quarters ended August 31, 1998, as amended by the Company's Amendment #1 on Form 10-Q/A, November 30, 1998 and February 28, 1999. (c) Current Report on Form 8-K dated March 1, 1999. (d) The description of the Company's Common Stock contained in the Prospectus, filed as part of Post-Effective Amendment No. 8 on Form S-3 to the Company's Registration Statement on Form S-1, file no. 33-59013, filed on January 29, 1998. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post- effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonably cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors against expenses (including attorneys' fees) in connection with the defense or settlement of an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer, director, employee or agent actually and reasonably incurred. Article IV of the By-laws of the Company provides for indemnification of its officers and directors to the fullest extent permitted by Section 145 of the DGCL. Section 102(b)(7) of the DGCL provides that a Delaware corporation may eliminate or limit the personal liability of a director to a Delaware corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL relating to the unlawful payment of a dividend or an unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit. Article 6 of the Restated Certificate of Incorporation of the Company provides for the elimination of personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except as otherwise provided by the DGCL. The Company has entered into a Directors and Officers Indemnification Agreement which provides that directors and officers shall be indemnified to the fullest extent permitted by applicable law and obligates the Company to indemnify the directors and officers of the Company (a) if any director or officer is or may become a party to any proceeding against all expenses reasonably incurred by such director or officer in connection with the defense or settlement of such proceeding, but only if such director or officer acted in good faith and in a manner which such director or officer reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal action or proceeding, in addition, only if such director or officer had no reasonable cause to believe that his or her conduct was unlawful, (b) if a director or officer is or may become a party to any proceeding by or in the name of the Company to procure a judgment in its favor against all expenses reasonably incurred by such director or officer in connection with the defense or settlement of such proceeding, but only if such director or officer acted in good faith and in a manner which such director or officer reasonably believed to be in or not -4- opposed to the best interests of the Company, except no indemnification for expenses need be made in respect of any claim in which such director or officer shall have been adjudged liable to the Company unless a court in which the proceeding is brought determines otherwise and (c) if a director or officer has been successful on the merits or otherwise in defense of any proceeding or claim. The Registration Rights Agreement dated as of March 17, 1995 and the Registration Rights Agreement dated as of September 12, 1995 between the Company and the shareholders named therein (the "Holders") each requires the Company, on the one hand, and the Holders referred to therein, on the other hand, under certain circumstances, to indemnify each other and, in the case of the Company's indemnification obligations, each other person who participates as an underwriter in an offering of Common Stock thereunder, and each other person who controls such parties and/or underwriters and their respective directors, officers, partners, agents and affiliates against certain liabilities, including liabilities under the Securities Act of 1933, incurred in connection with each registration of securities pursuant to such registration rights agreement. Item 7. Exemption from Registration Claimed. Not applicable Item 8. Exhibits. 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(1) of the Company's Quarterly Report on Form 10-Q filed on January 14, 1999 (File No. 001-13711) 3.2 Amended and Restated By-laws of the Company, dated October 8, 1998 5 Opinion of Simpson Thacher & Bartlett 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Simpson Thacher & Bartlett (included in their opinion filed as Exhibit 5 hereto) 24 Power of Attorney Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; -5- (b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information set forth in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) -6- is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against policy as expressed in the Act and will be governed by the final adjudication of such issue. -7- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Walter Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on this 23rd day of April, 1999. WALTER INDUSTRIES, INC. /s/Frank A. Hult By------------------------------------- Name: Frank A. Hult Title: Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 23rd day of April, 1999. Signature Title *James W. Walter ---------------------------- Chairman Emeritus and Director James W. Walter *Kenneth E. Hyatt ---------------------------- Chairman of the Board, President, Kenneth E. Hyatt Chief Executive Officer and Director (Principal Executive Officer) *Richard E. Almy ---------------------------- Executive Vice President, Chief Richard E. Almy Operating Officer and Director *Dean M. Fjelstul ---------------------------- Senior Vice President and Chief Dean M. Fjelstul Financial Officer (Principal Financial Officer) /s/Frank A. Hult ---------------------------- Vice President and Controller and Frank A. Hult Chief Accounting Officer (Principal Accounting Officer) *Donald N. Boyce ---------------------------- Director Donald N. Boyce *Howard L. Clark, Jr. ---------------------------- Director Howard L. Clark, Jr. *Perry Golkin ---------------------------- Director Perry Golkin -8- *James L. Johnson ---------------------------- Director James L. Johnson *Charles E. Long ---------------------------- Director Charles E. Long *Michael T. Tokarz ---------------------------- Director Michael T. Tokarz /s/Frank A. Hult By ---------------------------- Frank A. Hult Attorney-in-fact -9- EXHIBIT INDEX Sequential Exhibit Number Description of Exhibit Page Number 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(1) of the Company's Quarterly Report on Form 10-Q filed on January 14, 1999 (File No. 001-13711) 3.2 Amended and Restated By-laws of the Company, dated October 8, 1998 5 Opinion of Simpson Thacher & Bartlett 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Simpson Thacher & Bartlett (included in the opinion filed as Exhibit 5) 24 Power of Attorney -10- EX-3.2 2 EXHIBIT 3.2 WALTER INDUSTRIES, INC. AMENDED AND RESTATED BY-LAWS ARTICLE I MEETINGS OF STOCKHOLDERS ------------------------ Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by a majority of the whole Board of Directors or requested in writing by the holders of not less than 25% of the outstanding shares of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting. Section 3. Notice. Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder. Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation's issued and outstanding shares of capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present. Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record of a majority of the Corporation's issued and outstanding shares of capital stock present at such meeting, in person or by proxy. ARTICLE II DIRECTORS --------- Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall be not less than 5 nor more than 13. The number of Directors, within the limits specified above, shall be determined by resolution of the Board of Directors. The Directors shall be elected by the stockholders at the annual meeting of the stockholders. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed in accordance with applicable law. Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by a majority of the whole Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by a majority of the whole Board of Directors. Telegraphic or written notice of each special meeting of the Board of Directors shall be sent to each Director not less than twenty-four hours before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board Directors. Section 3. Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, or these By- Laws, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Section 4. Committees of Directors. The Board of Directors may, by resolution adopted by the affirmative vote of a majority of the whole Board of Directors designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member. The Tax Oversight Committee, established pursuant to the Amended Joint Plan or Reorganization dated as of December 9, 1994, shall consist of such members as provided in Section 1.229 of Plan. Section 5. Compensation. Each Director who is not an employee of the Corporation or any of its subsidiaries, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at Directors meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in connection with the performance of his or her duties. Each Director who is not an employee of the Corporation or any of its subsidiaries who shall serve as a member of any committee of Directors in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may, from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in the performance of his or her duties. Nothing contained in this Section 5 shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor. ARTICLE III OFFICERS -------- The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. ARTICLE IV INDEMNIFICATION --------------- To the fullest extent permitted by applicable law, the Corporation shall indemnify any current or former Director, officer, employee or agent of the Corporation and such director's, officer's, employee's or agent's heirs, executors and administrators against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnified party in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation, or otherwise, to which such indemnified party was or is a party or is threatened to be made a party by reason of such indemnified party's current or former position with the Corporation or by reason for the fact that such indemnified party is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall, from time to time, reimburse or advance to any current or former director or officer or other person entitled to indemnification hereunder the funds necessary for payment of defense expenses as incurred. Any repeal or modification of this Article IV by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE V GENERAL PROVISIONS ------------------ Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director, such notice shall be deemed to have been given when it is sent by telegram, telex or telecopy or hand delivered or deposited in the United States mail, as the case may be. A waiver of such notice in writing signed by the person or persons entitled thereto, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors. EX-5 3 Exhibit 5 April 28, 1999 Walter Industries, Inc. 1500 North Dale Mabry Highway Tampa, FL 33607 We have acted as special counsel to Walter Industries, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance by the Company of up to 3,000,000 shares of common stock par value $0.01 per share, of the Company under the Company's Amended 1995 Long-Term Incentive Stock Plan (the "Plan"). We have examined the Registration Statement and related prospectus and we have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the issuance of the Shares has been duly authorized by the Company and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law. We hereby consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement. Very truly yours, /S/SIMPSON THACHER & BARTLETT SIMPSON THACHER & BARTLETT -2- EX-23.1 4 Exhibit 23.1 Consent of Independent Certified Public Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated July 14, 1998 relating to the financial statements, which appears in Walter Industries, Inc.'s Annual Report on Form 10-K for the year ended May 31, 1998. We also consent to the incorporation by reference of our report dated July 14, 1998 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP - ----------------------------------- PricewaterhouseCoopers LLP Tampa, Florida April 23, 1999 EX-24 5 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Walter Industries, Inc. (the "Company") in their respective capacities set forth below constitutes and appoints Frank Hult, Joseph J. Troy and Edward A. Porter and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of (i) shares of Common Stock of the Company ("Common Stock") to be issued or transferred pursuant to the Walter Industries, Inc. Amended 1999 Long Term Incentive Stock Plan and the Walter Industries, Inc. Employee Stock Purchase Plan and (ii) if applicable, plan interests thereunder, in each case, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned individual in the capacity indicated below opposite the name of such individual to any Registration Statement on Form S-8 relating to the registration of such Common Stock to be filed with the Securities and Exchange Commission with respect to said Common Stock, to sign any and all amendments (including post-effective amendments) and supplements to any such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date /S/James W. Walter - -------------------------- James W. Walter Director April 19,1999 /S/Kenneth E. Hyatt - -------------------------- Kenneth E. Hyatt Director April 19, 1999 /S/Richard E. Almy - -------------------------- Richard E. Almy Director April 19, 1999 /S/Donald N. Boyce - -------------------------- Donald N. Boyce Director April 19, 1999 /S/Howard L. Clark - -------------------------- Howard L. Clark Director April 19, 1999 /S/Perry Golkin - -------------------------- Perry Golkin Director April 19, 1999 /S/James L. Johnson - -------------------------- James L. Johnson Director April 19, 1999 /S/Charles E. Long - -------------------------- Charles E. Long Director April 19, 1999 /S/Michael T. Tokarz - -------------------------- Michael T. Tokarz Director April 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----