-----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, U/gD5la1GWaZzEYMmnJhVCzxByoJKgDd44vf1U8zFYOVYqQtl6nT965yCdQ+6pHt UjauCtPuwYpl9cDoKnM4vg== 0001275287-05-004914.txt : 20051206 0001275287-05-004914.hdr.sgml : 20051206 20051206155937 ACCESSION NUMBER: 0001275287-05-004914 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051206 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051206 DATE AS OF CHANGE: 20051206 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13711 FILM NUMBER: 051247189 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 8-K 1 wi4273.txt FORM 8-K ================================================================================ 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) December 6, 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 7.01 REGULATION FD DISCLOSURE The following information is filed pursuant to Item 7.01 "Regulation FD Disclosure." On December 5, 2005, Walter Industries, Inc., issued a press release announcing that Mid-State Capital Corporation completed its Mid-State Capital Corporation 2005-1 Trust offering of $267.5 million in asset-backed bonds. A copy of the Walter Industries, Inc. press release is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated December 5, 2005 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: December 6, 2005 Exhibit (99.1) Press release dated December 5, 2005, Walter Industries Announces Completion of Mid-State Capital Corporation's $267.5 Million Offering Of Asset-Backed Bonds EX-99.1 2 wi4273ex991.txt EXHIBIT 99.1 Exhibit 99.1 WALTER INDUSTRIES ANNOUNCES COMPLETION OF MID-STATE CAPITAL CORPORATION'S $267.5 MILLION OFFERING OF ASSET-BACKED BONDS TAMPA, Fla., Dec. 5 /PRNewswire-FirstCall/ -- Mid-State Capital Corporation, a wholly owned subsidiary of Walter Industries, Inc. (NYSE: WLT), announced today that it has completed its 2005-1 Trust offering of $267.5 million in asset-backed bonds. The 2005-1 Trust notes are secured by sales contracts, promissory notes and mortgages originated by Jim Walter Homes, Inc., and its affiliated homebuilding companies and originated or acquired by Walter Mortgage Company. Jim Walter Homes sells single-family homes that are conventionally constructed. Walter Mortgage Company originates mortgage loans for Jim Walter Homes and also purchases seasoned mortgage loans. Mid-State Homes, Inc., an affiliate of Mid-State Capital Corporation, will service the 2005-1 mortgage accounts. The notes were issued in four separate classes with a single maturity date of January 2040 and with a weighted-average, fixed-interest coupon of 6.15%. The 2005-1 Trust represents the tenth of Mid-State Homes' public home-equity securitizations totaling over $5.0 billion since 1988. The net proceeds from the transaction will be used to repay borrowings under the Mid-State Trust IX and Mid-State Trust XIV mortgage warehouse facilities, and will provide approximately $43.4 million of liquidity for Walter Industries' general corporate purposes. "The 2005-1 Trust offering reflects asset-backed investors' confidence in our excellent servicing platform, which continues to drive strong and stable home equity portfolio performance. The transaction also helps reduce the Company's senior bank debt, which provides more flexibility to pursue future growth initiatives," said Joe Troy, President of Mid-State Homes. SunTrust Capital Markets, Inc. was the sole book running manager. Calyon Securities (USA), Inc. was the co-manager. Walter Industries, Inc. is a diversified company with annual revenues of $2.7 billion. The Company is a leader in water infrastructure, flow control and water transmission products, with respected brand names such as Mueller, U.S. Pipe, James Jones, Hersey Meters, Henry Pratt and Anvil. The Company is also a significant producer of high-quality metallurgical coal and natural gas for worldwide markets and is a leader in affordable homebuilding and financing. Based in Tampa, Fla., the Company employs approximately 10,600 people. For more information about Walter Industries, please visit the Company Web site at http://www.walterind.com . Safe Harbor Statement Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from forecasted results. Those risks include, among others, changes in customers' demand for the Company's products, changes in raw material, labor, equipment and transportation costs and availability, geologic and weather conditions, changes in extraction costs and pricing in the Company's mining operations, changes in customer orders, pricing actions by the Company's competitors, changes in law, the collection of approximately $14 million of receivables associated with a working capital adjustment arising from the sale of a subsidiary in 2003, potential changes in the mortgage-backed capital market, and general changes in economic conditions. Those risks also include the timing of and ability to execute on the initial public offering and spin-off of the Company's Water Products business and any other strategic action that may be pursued. Risks associated with forward-looking statements are more fully described in the Company's and Mueller's filings with the Securities and Exchange Commission. The Company assumes no duty to update its forward-looking statements as of any future date. SOURCE Walter Industries, Inc. -0- 12/05/2005 /CONTACT: Investors, Joseph J. Troy, Sr. Vice President - Financial Services, +1-813-871-4404, or jtroy@walterind.com, or Media, Michael A. Monahan, Director - Corporate Communications, +1-813-871-4132, or mmonahan@walterind.com, both of Walter Industries, Inc./ /Photo: http://www.newscom.com/cgi-bin/prnh/20020429/FLM010LOGO-c AP Archive: http://photoarchive.ap.org PRN Photo Desk, photodesk@prnewswire.com / /Web site: http://www.walterind.com / (WLT) -----END PRIVACY-ENHANCED MESSAGE-----