EX-25.1 8 a2140033zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

  
(State of incorporation
if not a U.S. national bank)		 59-2283428
(I.R.S. employer
identification no.)

800 Brickell Avenue
Suite 300
Miami, Florida
(Address of principal executive offices)
33131
(Zip code)

Walter Industries, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		 13-3429953
(I.R.S. employer
identification no.)

4211 W. Boy Scout Boulevard
Tampa, Florida
(Address of principal executive offices)
33607-5724
(Zip code)

3.75% Convertible Senior Subordinated Notes due 2024
(Title of the indenture securities)

        1.     General information. Furnish the following information as to the trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.
    Name   Address
    Comptroller of the Currency
United States Department of the Treasury		   Washington, D.C. 20219

 
 
Federal Reserve Bank
 
Atlanta, Georgia 30309

 
 
Federal Deposit Insurance Corporation
 
Washington, D.C. 20429
    (b)
    Whether it is authorized to exercise corporate trust powers.

    Yes.

        2.     Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such affiliation.

    None.

16.
List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-100717).

    2.
    A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-100717).

    3.
    A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-100717).

    4.
    A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-100717).

    6.
    The consent of the trustee required by Section 321(b) of the Act.

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

        Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 30th day of June, 2004.

    THE BANK OF NEW YORK TRUST COMPANY, N.A.

 
 
By:
 
/S/ WILLIAM CARDOZO
    Name:   WILLIAM CARDOZO
    Title:   VICE PRESIDENT

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EXHIBIT 6


CONSENT OF THE TRUSTEE

        Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Walter Industries, Inc. 3.75% Convertible Senior Subordinated Notes due 2024, The Bank of New York Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

    THE BANK OF NEW YORK TRUST
COMPANY, N.A.

 
 
By:
 
/S/ WILLIAM CARDOZO
    Name:   WILLIAM CARDOZO
    Title:   VICE PRESIDENT

Jacksonville, Florida
June 30, 2004


EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 800 Brickell Avenue, Suite 100, Miami, FL 33131

        At the close of business March 31, 2004, published in accordance with Federal regulatory authority instructions.

 
   Dollar Amounts
in Thousands
ASSETS    
Cash and balances due from depository institutions:    
  Noninterest-bearing balances and currency and coin   5,651
  Interest-bearing balances   3,302
Securities:    
  Held-to-maturity securities   0
  Available-for-sale securities   8,726
Federal funds sold and securities purchased under agreements to resell:    
  Federal funds sold   0
  Securities purchased under agreements to resell   0
Loans and lease financing receivables:    
  Loans and leases held for sale   0
  Loans and leases, net of unearned income   0
  LESS: Allowance for loan and lease losses   0
  Loans and leases, net of unearned income and allowance   0
Trading assets   0
Premises and fixed assets (including capitalized leases)   1,112
Other real estate owned   0
Investments in unconsolidated subsidiaries and associated companies   0
Customers' liability to this bank on acceptances outstanding   0
Intangible assets:    
  Goodwill   60,292
  Other Intangible Assets   19,132
Other assets   3,518
   
Total assets   101,733
   

LIABILITIES    
Deposits:    
  In domestic offices   241
  Noninterest-bearing   241
  Interest-bearing   0
Federal funds purchased and securities sold under agreements to repurchase:    
  Federal funds purchased   0
  Securities sold under agreements to repurchase   0
Trading liabilities   0
Other borrowed money:    
  (includes mortgage indebtedness and obligations under capitalized leases)   6,000
Bank's liability on acceptances executed and outstanding   0
Subordinated notes and debentures   0
Other liabilities   4,054
   
Total liabilities   10,295
   
Minority interest in consolidated subsidiaries   0

EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus   0
Common stock   750
Surplus   69,299
Retained earnings   21,388
Accumulated other comprehensive income   1
Other equity capital components   0
   
Total equity capital   91,438
   
Total liabilities, minority interest, and equity capital   101,733
   

        I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

        Thomas J. Mastro        )        Comptroller

        We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

        Richard G. Jackson        )
        Nicholas C. English        )        Directors
        Karen B. Shupenko        )

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SIGNATURE
CONSENT OF THE TRUSTEE