<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WALTER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3429953
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1500 North Dale Mabry Highway, Tampa, FL 33607
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to so be registered each class is to be registered
Common Stock, Par Value $.01 Per Share The New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock contained in Post-Effective
Amendment No. 4, filed on November 7, 1997, on Form S-3 to the Common Stock
Registration Statement of Walter Industries, Inc. on Form S-1, filed on
September 17, 1996 (File No. 33-59013) under the Securities Act of 1933, as
amended, is incorporated herein by reference. Reference is specifically made
to the sections in such Post-Effective Amendment No. 4 captioned "Risk
Factors--Dividend Policy" and "Description of Capital Stock."
Page 1 of 3 Pages
<PAGE>
ITEM 2. EXHIBITS. Copies of each of the following exhibits are being filed
with the New York Stock Exchange in conjunction with this filing:
a) Restated Certificate of Incorporation of the Registrant
b) By-Laws of the Registrant
c) Specimen Stock Certificate
d) Amendment No. 1 on Form 10-K/A to Annual Report on Form 10-K,
filed with the Commission on November 7, 1997
e) Quarterly Report on Form 10-Q for quarter ended Agust 31, 1997
f) Report on Form 8-K, filed with the Commission on October 30, 1997
g) Proxy Statement of the Registrant dated August 12, 1997
h) Annual Report to Stockholders of the Company for the year ended
May 31, 1997
Page 2 of 3 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
WALTER INDUSTRIES, INC.
By: /s/ Dean M. Fjelstul
Name: Dean M. Fjelstul
Title: Senior Vice President and
Chief Financial Officer
Dated: December 15, 1997
Page 3 of 3 Pages