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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) September 12, 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))
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ITEM 1.01 MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 9, 2005, the Board of Directors of Walter Industries, Inc. (the
"Company") appointed Gregory E. Hyland to the Board of Directors and elected him
to the positions of Chairman of the Board, and President and Chief Executive
Officer of the Company, all effective as of the close of business on September
16, 2005. Mr. Hyland will assume these positions from Don DeFosset, who is
expected to leave the Board on that date. The Company issued a press release
announcing these developments. A copy of the Walter Industries, Inc. press
release is attached hereto as Exhibit 99.1.
Mr. Hyland, 54, has served as President, U.S. Fleet Management Solutions of
Ryder System, Inc. since June, 2005. He previously served as Executive Vice
President, U.S. Fleet Management Solutions of Ryder since October 2004. He was
President of the Industrial Products Segment for Textron, Inc. from February
2002 to August 2003 and Chairman and Chief Executive Officer of Textron Golf,
Turf and Specialty Products from January 2001 to January 2002. From September
1997 to December 2000, Mr. Hyland served as President of the Engineered Products
Group, Flow Control Division of Tyco International.
Mr. Hyland's employment agreement with the Company is attached as Exhibit 10.22.
His employment agreement provides for an annual base salary of $725,000, an
annual target bonus of 100% of annual base salary, a car allowance of $2,000 per
month, four weeks vacation each year, reimbursement of tax planning and club
membership expenses, and severance of 24 months salary and 12 months bonus (with
pro rata bonus for the year of termination and continuation of fringe benefits
during the 24 month severance period) in the event that he is terminated without
cause or resigns following a significant diminution in pay or responsibilities.
The employment agreement provides for a grant of 35,000 stock options and 35,000
restricted units to be made to Mr. Hyland on the first day of his employment.
The agreement also provides for (i) a $400,000 payment in compensation for
foregone bonus opportunity from, and reimbursement of temporary moving expenses
to, his former employer and (ii) reimbursement of an amount up to $105,000,
grossed up for taxes, in connection with a real estate deposit foregone in
connection with his employment by the Company. Mr. Hyland will have a change in
control agreement with the Company in the form attached as Exhibit 10.23.
Neither Mr. Hyland nor any member of his immediate family has or has had any
material interest in any transaction or proposed transaction with the Company.
Mr. Hyland has no family relationship with any director or executive officer of
the Company. He will continue as an officer of the Company until the earlier of
his termination of employment or the election of his successor by the Board of
Directors. His term as a director of the Company will continue until the next
annual meeting of the shareholders, subject to reelection to subsequent terms by
the shareholders.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith:
(c) Exhibits
10.22 Agreement dated as of September 9, 2005 between the Company and
Gregory E. Hyland
10.23 Executive Change of Control Severance Agreement dated as of
September 16, 2005 between the Company and Gregory E. Hyland
99.1 Press Release dated September 12, 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
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Title: Victor P. Patrick
Sr. Vice President,
General Counsel and Secretary
Date: September 12, 2005
Exhibit (10.22) Agreement dated as of September 9, 2005 between
the Company and Gregory E. Hyland
Exhibit (10.23) Executive Change of Control Severance Agreement
dated as of September 16, 2005 between the Company and
Gregory E. Hyland
Exhibit (99.1) Press release dated September 12, 2005, Walter
Industries Names Gregory E. Hyland Chairman, President and
Chief Executive Officer