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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Walter Industries, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
93317Q105
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(CUSIP Number)
June 2, 1997
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 6 pages
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CUSIP No. 93317Q105 13G Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KKR Associates
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
New York
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
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5 SOLE VOTING POWER
- 0 -
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 13,958,589
OWNED BY
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
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8 SHARED DISPOSITIVE POWER
10,405,209
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,958,589
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.0%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 pages
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AMENDMENT NO. 1 TO SCHEDULE 13G
This Statement on Schedule 13G (the "Schedule 13G") relating to the common
stock, par value $.01 per share of Walter Industries, Inc. (the "Common Stock")
as previously filed by KKR Associates is hereby amended as set forth below.
Capitalized terms used without definition have the meaning ascribed to such
terms in the Schedule 13G.
Item 4(a) of the Schedule 13G is hereby amended by deleting the entire Item
4(a) and substituting the following:
Each of JWC Associates, L.P. ("JWC Associates"), JWC Associates
II, L.P. ("JWC Associates II"), KKR Partners II, L.P. ("KKR Partners II"
and, together with JWC Associates and JWC Associates II, the "KKR
Investors") and Channel One Associates, L.P. ("Channel One") is a
Delaware limited partnership the sole general partner of which is KKR
Associates, a New York limited partnership.
JWC Associates has sole voting and dispositive power with respect
to 5,862,448 shares of Common Stock. In addition, JWC Associates has the
sole power to exercise voting rights with respect to 3,446,979 shares of
Common Stock currently in escrow, as described below.
JWC Associates II has sole voting and dispositive power with
respect to 38,846 shares of Common Stock. In addition, JWC Associates II
has the sole power to exercise voting rights with respect to 22,841
shares of Common Stock currently in escrow, as described below.
KKR Partners II has sole voting and dispositive power with respect
to 142,115 shares of Common Stock. In addition, KKR Partners II has the
sole power to exercise voting rights with respect to 83,560 shares of
Common Stock currently in escrow, as described below.
Channel One has sole voting and dispositive power with respect to
4,361,800 shares of Common Stock.
As the sole general partner of each of the KKR Investors and
Channel One, KKR Associates may be deemed to be the beneficial owner of
the 13,958,589 shares of Common Stock beneficially owned by the KKR
Investors and Channel One. Messrs. Henry R. Kravis, George R. Roberts,
Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H.
Greene, Jr., Michael T. Tokarz, Perry Golkin, Scott M. Stuart, Clifton
S. Robbins and Edward A. Gilhuly are the general partners of KKR
Associates, and Messrs. Kravis and Roberts are also the members of the
Executive Committee of KKR Associates, and in such capacity may be
deemed to share beneficial ownership of any securities beneficially
owned by KKR Associates, but they disclaim any such beneficial ownership.
The 3,553,380 shares of Common Stock currently in escrow were
issued to an escrow account for the benefit of the KKR Investors on
September 13, 1995
Page 3 of 6 pages
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pursuant to the Issuer=s Amended Joint Plan of Reorganization dated as
of December 9, 1994, as modified on March 1, 1995 (as so modified, the
"Plan of Reorganization"), under Section 1123(a) of the United States
Bankruptcy Code. The resolution of certain contingencies regarding
federal income tax claims will determine whether and to what extent the
shares of Common Stock in escrow will be distributed to the KKR
Investors or returned to the Issuer and canceled. Until such matters are
resolved, the KKR Investors will have the sole power to exercise voting
rights with respect to such shares of Common Stock.
Page 4 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KKR ASSOCIATES
By: /s/ Salvatore Badalamenti
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Name: Salvatore Badalamenti
Title: Attorney-in-Fact for
Michael T. Tokarz,
General Partner
Dated: February 12, 1999
Page 5 of 6 pages
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EXHIBIT INDEX
Exhibit 24 - Power of Attorney
Page 6 of 6 pages
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Exhibit 24
POWER OF ATTORNEY
Know all men by these presents that MICHAEL T. TOKARZ does hereby
make, constitute and appoint Salvatore Badalamenti as a true and lawful
attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned, (both in
the undersigned's individual capacity and as a member of any limited
liability company or limited partnership for which the undersigned is
otherwise authorized to sign), to execute and deliver such forms as may be
required to be filed from time to time with the Securities and Exchange
Commission with respect to any investments of KKR 1996 Fund L.P. or KKR
Associates L.P. (including any amendments or supplements to any reports from
schedules previously filed by such persons or entities): (i) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended
(the "Act"), including without limitation, Schedules 13D, statements on
Form 3, Form 4 and Form 5 and (ii) in connection with any applications
for EDGAR access codes, including without limitation the FORM ID.
/s/ MICHAEL T. TOKARZ
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Name: Michael T. Tokarz
January 31, 1997
