Walter Industries, Inc. Announces Filing of Initial Registration Statement by Hanover Capital Mortgage Holdings, Inc.
November 10 2008 - 4:06PM
PR Newswire (US)
TAMPA, Fla., Nov. 10 /PRNewswire-FirstCall/ -- Walter Industries,
Inc. (NYSE:WLT), a leading producer and exporter of U.S.
metallurgical coal for the global steel industry, announced today
that Hanover Capital Mortgage Holdings, Inc. (NYSE Alternext: HCM)
("Hanover") has filed a registration statement and related proxy
statement/prospectus with the Securities and Exchange Commission
("SEC") in connection with the proposed merger of JWH Holding
Company, LLC ("JWH Holding Company"), a wholly-owned subsidiary of
Walter Industries, into Hanover. The company surviving the merger,
which will be renamed Walter Investment Management Corporation
("Walter Investment Management"), is expected to list its shares on
the NYSE Alternext Exchange, formerly the American Stock Exchange,
under the ticker symbol "WAC." This filing follows Walter
Industries' Sept. 30, 2008 announcement that, immediately prior to
the merger, Walter Industries plans to distribute 100 percent of
its interest in JWH Holding Company to Walter Industries'
stockholders. Neither Walter nor JWH Holding Company expects to
file a separate registration statement or proxy
statement/prospectus in connection with the transaction. The
registration statement relating to the common stock of Hanover and
Walter Investment Management expected to be issued in the merger
was filed with the SEC on November 5, 2008, but has not yet become
effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale
of these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. About Hanover Capital Mortgage Holdings, Inc. Hanover
Capital Mortgage Holdings, Inc. is a specialty finance company
organized in June 1997 as a real estate investment trust, or REIT.
Hanover's principal business is to generate dividend distributions
for its shareholders through net interest income from investing in
mortgage loans and mortgage- backed securities. For more
information about Hanover, please visit Hanover's Web site at
http://www.hanovercapitalholdings.com/. About JWH Holding Company,
LLC JWH Holding Company presently comprises the Financing and
Homebuilding businesses of Walter Industries. The Financing
business, with a $1.8 billion mortgage portfolio, services and
generates substantial cash flows from its portfolio of mortgage
assets and residential mortgage loans. The Homebuilding business is
an "on your lot" builder of traditionally constructed homes across
the south. About Walter Industries, Inc. Walter Industries, Inc.,
based in Tampa, Fla., is a leading producer and exporter of
metallurgical coal for the global steel industry and also produces
steam coal, coal bed methane gas, furnace and foundry coke and
other related products. Walter Industries has annual revenues of
approximately $1.4 billion and employs approximately 2,500 people.
For more information about Walter Industries, please visit Walter
Industries' 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, including
expressions such as "believe," "anticipate," "expect," "estimate,"
"intend," "may," "will," and similar expressions involve known and
unknown risks, uncertainties, and other factors that may cause
Walter Industries' or Hanover's actual results in future periods to
differ materially from the expectations expressed or implied by
such forward-looking statements. These factors include, among
others, the following: the market demand for Walter Industries' and
Hanover's products as well as changes in costs and the availability
of raw material, labor, equipment and transportation; changes in
weather and geologic conditions; changes in extraction costs,
pricing and assumptions and projections concerning reserves in
Walter Industries' mining operations; changes in customer orders;
pricing actions by Walter Industries' and Hanover's competitors,
customers, suppliers and contractors; changes in governmental
policies and laws; further changes in the mortgage-backed capital
markets; changes in general economic conditions; and the successful
implementation and anticipated timing of any strategic actions and
objectives that may be pursued, including the announced separation
of the Financing business from Walter Industries and strategic
alternatives that may be pursued related to Walter Industries'
Homebuilding business. In particular, the separation of Walter
Industries' Financing business is subject to a number of closing
conditions which may be outside of Walter Industries' control.
Forward-looking statements made by Walter Industries' in this
release, or elsewhere, speak only as of the date on which the
statements were made. Any forward-looking statements should be
considered in context with the various disclosures made by Walter
Industries and Hanover about our respective businesses, including
the Risk Factors described in Walter Industries' 2007 Annual Report
on Form 10-K, the Risk Factors described in Hanover's 2007 Annual
Report on Form 10-K, and each of Walter Industries' and Hanover's
other filings with the Securities and Exchange Commission. Neither
Walter Industries nor Hanover undertakes any obligation to update
its forward-looking statements as of any future date. Additional
Information and Where to Find It This communication is being made
in respect of the proposed merger transaction involving JWH Holding
Company and Hanover. In connection with the proposed merger and
certain related transactions, Hanover filed a registration
statement on Form S-4 containing a preliminary proxy
statement/prospectus with the SEC, and Hanover will be filing other
documents regarding the proposed transaction with the SEC as well.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE
URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final
proxy statement/prospectus will be mailed to stockholders of
Hanover and Walter Industries. Stockholders will be able to obtain
a free copy of the proxy statement/prospectus, as well as other
filings containing information about Hanover and Walter Industries,
without charge, at the SEC's Internet site (http://www.sec.gov/).
Copies of the proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, at
Hanover's Web site (http://www.hanovercapital.com/). Walter
Industries and Hanover and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger and
related transactions. Information regarding Walter Industries'
directors and executive officers is available in Walter Industries'
proxy statement for its 2008 annual meeting of stockholders and
Walter Industries' 2007 Annual Report on Form 10-K, which were
filed with the SEC on March 19, 2008, and March 7, 2008,
respectively, and information regarding Hanover's directors and
executive officers is available in Hanover's proxy statement for
its 2008 annual meeting of stockholders and Hanover's 2007 Annual
Report on Form 10-K, which were filed with the SEC on April 24,
2008, and April 2, 2008, respectively. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is contained in Hanover's proxy statement/prospectus and
other materials referred to in Hanover's proxy
statement/prospectus.
http://www.newscom.com/cgi-bin/prnh/20020429/FLM010LOGO-c
http://photoarchive.ap.org/ DATASOURCE: Walter Industries, Inc.
CONTACT: Investors: Mark H. Tubb, Vice President - Investor
Relations, +1-813-871-4027, ; Media: Michael A. Monahan, Director -
Corporate Communications, +1-813-871-4132, , both of Walter
Industries, Inc. Web site: http://www.walterind.com/
http://www.hanovercapital.com/
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