8-K 1 wi2004.txt ================================================================================ 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) February 4, 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)) ================================================================================ ITEM 1.01 MATERIAL DEFINITIVE AGREEMENT On February 4, 2005, a Variable Funding Loan Agreement was completed among Three Pillars Funding LLC, the Lender, Mid-State Trust XIV ("Trust XIV"), the Borrower, Wachovia Bank, National Association, the Custodian/Collateral Agent, and SunTrust Capital Market, Inc., as Agent and Administrative Trustee and SunTrust Bank, as Bank Investor (the "Trust XIV Variable Funding Loan Facility" or "Facility"). The Facility is a $200.0 million warehouse facility renewable on February 3, 2006. The Trust XIV Variable Funding Loan Facility provides temporary financing to Mid-State Homes, Inc. ("Mid-State") for its current purchases of instalment notes from Jim Walter Homes, Inc., and its affiliated builders, and purchases of loans from Walter Mortgage Company. A copy of the Trust XIV Variable Funding Loan Agreement is filed herewith as Exhibit 99.1 and hereby incorporated by reference. Trust XIV is a Delaware Statutory Trust whose assets are limited to pledged instalment notes, mortgage notes and mortgages purchased from Mid-State. Walter Industries, Inc. is not a party to the Facility, but the Facility provides liquidity to Walter Industries, Inc. and its affiliates. SunTrust Bank is the Syndication Agent for the Company's senior secured revolving credit facility. Wachovia Bank, National Association is the Company's 401K plan administrator and a lender in the Company's senior secured revolving credit facility. Both SunTrust Bank and Wachovia Bank, National Association provide other services to Walter Industries, Inc. and its affiliates. 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 ----------------------------------- Title: Victor P. Patrick Sr. Vice President, General Counsel and Secretary Date: February 8, 2005 Exhibit 99.1 Trust XIV Variable Funding Loan Agreement, dated as of February 4, 2005, among Three Pillars Funding, LLC, Mid-State Trust XIV, Wachovia Bank, NA, SunTrust Capital Market, Inc. and SunTrust Bank.