Walter Industries, Inc. and Hanover Capital Mortgage Holdings, Inc. Announce Effective Registration Statement
February 18 2009 - 5:41PM
PR Newswire (US)
- Pending Approval of Hanover Shareholders, Merger of Hanover and
Walter Industries' Financing Subsidiary Expected in Second Quarter
2009 - TAMPA, Fla., Feb. 18 /PRNewswire-FirstCall/ -- Walter
Industries, Inc. (NYSE:WLT) and Hanover Capital Mortgage Holdings,
Inc. (NYSE Alternext: HCM) ("Hanover") announced today that
Hanover's Registration Statement on Form S-4, including the proxy
statement/prospectus filed with the Securities and Exchange
Commission relating to the planned merger of Walter Investment
Management LLC- a wholly-owned subsidiary of Walter Industries,
Inc. - and Hanover, was declared effective by the Securities and
Exchange Commission. In connection with the planned merger, Hanover
has established a record date of Feb. 17, 2009, and will hold a
special meeting of shareholders on April 15, 2009 to approve the
merger and certain other transactions described in the proxy
statement/prospectus. Pending approval by Hanover's shareholders,
and the satisfaction of certain other conditions, the merger is
expected to be completed in the second quarter 2009. No vote of
Walter Industries' shareholders is required. Walter Industries'
Board of Directors has established Feb. 27, 2009 as its record date
for shareholders who will be entitled to receive the spin-off
dividend when it is declared. About Walter Industries 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. The Company also operates a
mortgage financing business. The Company has annual revenues of
approximately $1.5 billion and employs approximately 2,400 people.
For more information about Walter Industries, please visit the
Company website at http://www.walterind.com/. About Hanover Capital
Mortgage Holdings Hanover Capital Mortgage Holdings, Inc. is a
mortgage REIT staffed by seasoned mortgage capital markets
professionals. Hanover invests in prime mortgage loans and mortgage
securities backed by prime mortgage loans. For further information,
visit Hanover's Web site at http://www.hanovercapitalholdings.com/.
Additional Information and Where to Find It In connection with the
proposed spin-off of the Financing business of Walter Industries,
Inc. through its wholly-owned subsidiary, Walter Investment
Management LLC, and the proposed merger of Walter Investment
Management LLC with Hanover Capital Mortgage Holdings, Inc. and
certain related transactions, Hanover Capital Mortgage Holdings,
Inc. filed a registration statement with the SEC on Form S-4, as
amended, containing a preliminary proxy statement/prospectus
(Registration No. 333-155091), and Hanover Capital Mortgage
Holdings, Inc. 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
Capital Mortgage Holdings, Inc. and Walter Industries, Inc.
Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing
information about Hanover Capital Mortgage Holdings, Inc. and
Walter Industries, Inc., without charge, at the SEC's Internet site
(http://www.sec.gov/). Copies of the proxy statement/prospectus and
the other filings with the SEC that will be incorporated by
reference in the proxy statement/prospectus can also be obtained,
without charge, at Hanover Capital Mortgage Holdings, Inc.'s Web
site (http://www.hanovercapitalholdings.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. 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. 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.
http://www.newscom.com/cgi-bin/prnh/20020429/FLM010LOGO-c
http://photoarchive.ap.org/ DATASOURCE: Walter Industries, Inc.
CONTACT: Investor Contact: Mark Tubb, Vice President - Investor
Relations, +1-813-871-4027, , or Media Contact: Michael A. Monahan,
Director - Corporate Communications, +1-813-871-4132, Web Site:
http://www.walterind.com/
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