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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2000
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-20537
WALTER INDUSTRIES, INC.
Incorporated in Delaware IRS Employer Identification No. 13-3429953
1500 North Dale Mabry, Tampa, Florida 33607
Telephone Number 813-871-4811
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes /X/ No / /.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes /X/ No / /.
There were 47,221,992 shares of common stock of the registrant outstanding at
March 31, 2000.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 3 (ii) - By-laws Amendments*
* Supercedes copy of By-laws Amendments previously filed.
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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 thereunto duly authorized.
WALTER INDUSTRIES, INC.
/s/ A. W. Huge /s/ R. E. Almy
- --------------------------------- ---------------------------------
A. W. Huge R. E. Almy
Executive Vice President and Executive Vice President and
Principal Financial Officer Chief Operating Officer
Date: April 27, 2000
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Exhibit 3(ii)
WALTER INDUSTRIES, INC.
AMENDED AND RESTATED
BY-LAWS
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. PLACE OF MEETING AND NOTICE. Meetings of the stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as the Board of Directors may determine.
Section 2. (A) MEETINGS. Annual meetings of stockholders shall be held, at
a date, time and place fixed by the Board of Directors and stated in the notice
of meeting, to elect a Board of Directors and to transact such other business as
may properly come before the meeting. Special meetings of the stockholders may
be called by the President for any purpose and shall be called by the President
or Secretary if directed by a majority of the whole Board of Directors.
(B) ANNUAL MEETINGS. (1) Nominations of persons for election to
the board of directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
(a) pursuant to the Corporation's notice of meeting delivered pursuant to
Article I, Section 3 of these by-laws, (b) by or at the direction of the board
of directors or (c) by any stockholder of the Corporation who is entitled to
vote at the meeting, who complies with the notice procedures set forth in
subparagraphs (2) and (3) of this paragraph (B) of this by-law and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of subparagraph
(B)(1) of this by-law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation, and, in the case of business other
than nominations, such other business must be a proper matter for stockholder
action. To be timely a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not less than ninety days
nor more than one hundred and ten days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that if the date of the
annual meeting is advanced by more than twenty days, or delayed by more than
ninety days, from such anniversary date, notice by the stockholder to be timely
must be so delivered not earlier than the one hundred and tenth day prior to
such annual meeting and not later than the close of business on the later of the
ninetieth day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person who the stockholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
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proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected; (b) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner, and (ii) the class and
number of shares of the Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the first sentence of
Article II, Section 1 of these by-laws to the contrary, if the number of
directors to be elected to the board of directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased board of directors made by the
Corporation at least eighty days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this by-law shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.
(C) SPECIAL MEETINGS. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting pursuant to Article I, Section 3
of these by-laws. Nominations of persons for election to the board of directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (a) by or at the
direction of the board of directors or (b) by any stockholder of the Corporation
who is entitled to vote at the meeting, who complies with the notice procedures
set forth in this by-law and who is a stockholder of record at the time such
notice if delivered to the Secretary of the Corporation. Nominations by
stockholders of persons for election to the board of directors may be made at
such a special meeting of stockholders if the stockholder's notice as required
by subparagraph (B)(2) of this by-law shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the one hundred
and tenth day prior to such special meeting and not later than the close of
business on the later of the ninetieth day prior to such special meeting or the
tenth day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the board of
directors to be elected at such meeting.
(D) GENERAL. (1) Only persons who are nominated in accordance
with the procedures set forth in this by-law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this by-law. Except as otherwise provided by law, the Amended and
Restated Certificate of Incorporation of Walter Industries, Inc. or these by-
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laws, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this by-law and, if any
proposed nomination or business is not in compliance with this by-law, to
declare that such defective nomination shall be disregarded or that such
proposed business shall not be transacted.
(2) For purposes of this by-law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
(3) For purposes of this by-law, no adjournment or notice of
adjournment of any meeting shall be deemed to constitute a new notice of such
meeting for purposes of this Section 2, and in order for any notification
required to be delivered by a stockholder pursuant to this Section 2, to be
timely, such notification must be delivered within the periods set forth above
with respect to the originally scheduled meeting.
(4) Notwithstanding the foregoing provisions of this by-law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this by-law. Nothing in this by-law shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act nor shall anything
in this by-law relieve any stockholder of the obligation to comply with any
notice or other requirement in Rule 14a-8 that is not provided for in, or is
more stringent than any comparable provision of, this by-law.
Section 3. NOTICE. Except as otherwise provided by law, at least 10 and not
more than 60 days before each meeting of stockholders, written notice of the
time, date and place of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder.
Section 4. QUORUM. At any meeting of stockholders, the holders of record,
present in person or by proxy, of a majority of the Corporation's issued and
outstanding shares of capital stock shall constitute a quorum for the
transaction of business, except as otherwise provided by law. In the absence of
a quorum, any officer entitled to preside at or to act as secretary of the
meeting shall have power to adjourn the meeting from time to time until a quorum
is present.
Section 5. VOTING. Except as otherwise provided by law, all matters
submitted to a meeting of stockholders shall be decided by vote of the holders
of record of a majority of the Corporation's issued and outstanding shares of
capital stock present at such meeting, in person or by proxy.
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ARTICLE II
DIRECTORS
Section 1. NUMBER, ELECTION AND REMOVAL OF DIRECTORS. The number of
Directors that shall constitute the Board of Directors shall be not less than 5
nor more than 13. The number of Directors, within the limits specified above,
shall be determined by resolution of the Board of Directors. The Directors shall
be elected by the stockholders at the annual meeting of the stockholders.
Vacancies and newly created directorships resulting from any increase in the
number of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by the sole remaining Director or by the
stockholders. A Director may be removed in accordance with applicable law.
Section 2. MEETINGS. Regular meetings of the Board of Directors shall be
held at such times and places as may from time to time be fixed by a majority of
the whole Board of Directors or as may be specified in a notice of meeting.
Special meetings of the Board of Directors may be held at any time upon the call
of the President and shall be called by the President or Secretary if directed
by a majority of the whole Board of Directors. Telegraphic or written notice of
each special meeting of the Board of Directors shall be sent to each Director
not less than twenty-four hours before such meeting. A meeting of the Board of
Directors may be held without notice immediately after the annual meeting of the
stockholders. Notice need not be given of regular meetings of the Board of
Directors.
Section 3. QUORUM. A majority of the whole Board of Directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at any meeting of the Board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present. Except as otherwise provided by law,
the Certificate of Incorporation of the Corporation, or these by-laws, the act
of a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors.
Section 4. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution adopted by the affirmative vote of a majority of the whole Board of
Directors designate one or more committees, including without limitation an
Executive Committee, to have and exercise such power and authority as the Board
of Directors shall specify. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another Director to act at the meeting in place
of any such absent or disqualified member. The Tax Oversight Committee,
established pursuant to the Amended Joint Plan of Reorganization dated as of
December 9, 1994, shall consist of such members as provided in Section 1.229 of
said Plan.
Section 5. COMPENSATION. Each Director who is not an employee of the
Corporation or any of its subsidiaries, in consideration of his or her service
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at Directors meetings, or both, as the Board may
from time to time determine, together with reimbursement for the
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reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who is not
an employee of the Corporation or any of its subsidiaries who shall serve as a
member of any committee of Directors in consideration of serving as such shall
be entitled to such additional amount per annum or such fees for attendance at
committee meetings, or both, as the Board may, from time to time determine,
together with reimbursement for the reasonable out-of-pocket expenses, if any,
incurred by such Director in the performance of his or her duties. Nothing
contained in this Section 5 shall preclude any Director from serving the
Corporation or its subsidiaries in any other capacity and receiving proper
compensation therefor.
ARTICLE III
OFFICERS
The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer and such other additional officers with such titles as the Board of
Directors shall determine, all of whom shall be chosen by and shall serve at the
pleasure of the Board of Directors. Such officers shall have the usual powers
and shall perform all the usual duties incident to their respective offices. All
officers shall be subject to the supervision and direction of the Board of
Directors. The authority, duties or responsibilities of any officer of the
Corporation may be suspended by the President with or without cause. Any officer
elected or appointed by the Board of Directors may be removed by the Board of
Directors with or without cause.
ARTICLE IV
INDEMNIFICATION
To the fullest extent permitted by applicable law, the Corporation shall
indemnify any current or former Director, officer, employee or agent of the
Corporation and such director's, officer's, employee's or agent's heirs,
executors and administrators against all expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by such indemnified party in
connection with any threatened, pending or completed action, suit or proceeding
brought by or in the right of the Corporation, or otherwise, to which such
indemnified party was or is a party or is threatened to be made a party by
reason of such indemnified party's current or former position with the
Corporation or by reason of the fact that such indemnified party is or was
serving, at the request of the Corporation, as a director, officer, partner,
trustee, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise. The Corporation shall, from time to time, reimburse
or advance to any current or former director or officer or other person entitled
to indemnification hereunder the funds necessary for payment of defense expenses
as incurred. Any repeal or modification of this Article IV by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation in respect of any act or omission occurring prior to
the time of such repeal or modification.
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ARTICLE V
GENERAL PROVISIONS
Section 1. NOTICES. Whenever any statute, the Certificate of Incorporation
or these by-laws require notice to be given to any Director, such notice shall
be deemed to have been given when it is sent by telegram, telex or telecopy or
hand delivered or deposited in the United States mail, as the case may be. A
waiver of such notice in writing signed by the person or persons entitled
thereto, whether before or after the time stated in such notice, shall be
equivalent to the giving of such notice. Attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting except where a Director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 2. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by the Board of Directors.
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