-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QclnYKZrntbhoU/6lshf1Sk449Sh5EUmBQed8lOjL4T/rgCBUm0GOlACEBXXGwQA 6nJGbNgSC1N/Tit2ZFCwOQ== 0000929638-98-000180.txt : 19980504 0000929638-98-000180.hdr.sgml : 19980504 ACCESSION NUMBER: 0000929638-98-000180 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980501 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WATTS INDUSTRIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-38025 FILM NUMBER: 98608061 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 5086881811 MAIL ADDRESS: STREET 1: 815 CHESTNUT STREET STREET 2: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HORNE FREDERIC B CENTRAL INDEX KEY: 0000897654 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WATTS INDUSTRIES INC STREET 2: 815 CHESTNUT STREET CITY: NO ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 5086881811 MAIL ADDRESS: STREET 1: C/O WATTS INDUSTRIES INC STREET 2: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Watts Industries, Inc. (Name of Issuer) Class A Common Stock, $0.10 par value per share (Title of Class of Securities) 942749 10 2 (CUSIP number) Frederic B. Horne c/o Watts Industries, Inc., 815 Chestnut Street, North Andover, Massachusetts 01845 (508) 688-1811 (Name, address and telephone number of person authorized to receive notices and communications) May 1, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - -------------------------------- *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 disclosures provided in a prior cover page. The information required on 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 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). SCHEDULE 13D CUSIP NO. 942749 10 2 - ------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederic B. Horne - ------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 Not Applicable - ------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION The United States of America - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,840,473 - ------------------------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 - ------------------------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 1,840,473 - ------------------------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON 0 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,840,473 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * IN - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, Frederic B. Horne hereby amends and supplements his originally filed Statement on Schedule 13D dated November 8, 1991 (the "Original Statement"), as amended by Amendment No. 1 to his Statement on Schedule 13D filed September 10, 1997 (the "First Amended Statement"), Amendment No. 2 to his Statement on Schedule 13D dated November 3, 1997, and Amendment No. 3 to his Statement on Schedule 13D dated February 5, 1998, with respect to the Class A Common Stock, par value $0.10 per share (the "Common Stock") of Watts Industries, Inc. (the "Company"). Unless otherwise indicated, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Original Statement. Unless otherwise indicated by use of the term "Class A Common Stock", all of the beneficial ownership of shares of Common Stock is derived from beneficial ownership of Class B Common Stock, par value $.10 per share ("Class B Common Stock") of the Company which is convertible into shares of Common Stock on a share-for-share basis. References herein to "Mr. Horne" shall be deemed to be references to Frederic B. Horne, the reporting person. All share numbers set forth in this Statement give effect to a 2-for-1 split of shares of Common Stock of the Company on March 15, 1994. ITEM 2. IDENTITY AND BACKGROUND. (a) Name Frederic B. Horne (b) Residence or Business Address 1116 Great Pond Road North Andover, MA 01845 (c) Principal Occupation; Name and Address of Principal Business Office Independent Investor 1116 Great Pond Road North Andover, MA 01845 On September 12, 1997, Mr. Horne resigned as Corporate Vice President of the Company. Mr. Horne ceased to be a Director of the Company on October 21, 1997 at the expiration of his term. (d) Past Criminal Convictions None (e) Past Civil Proceedings or Administrative Proceedings Related to Federal or State Securities Laws Resulting in a Judgment, Decree or Final Order Finding Violations or Enjoining Future Violations of Such Laws None (f) Citizenship The United States of America ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On April 23, 1998, Frederic B. Horne converted FOUR HUNDRED THOUSAND (400,000) shares of Class B Common Stock into FOUR HUNDRED THOUSAND (400,000) shares of Class A Common Stock (the "Conversion"). The Conversion required no payment of funds or other consideration. ITEM 4. PURPOSE OF TRANSACTION. Frederic B. Horne converted FOUR HUNDRED THOUSAND (400,000) shares of Class B Common Stock into FOUR HUNDRED THOUSAND (400,000) shares of Class A Common Stock in order to be in a position to achieve liquidity with respect to such shares. Frederic B. Horne intends continuously to review his investment in the Company and may from time to time acquire or dispose of shares of Class A Common Stock or Class B Common Stock, depending on various factors, including but not limited to general economic conditions, monetary and stock market conditions and future developments affecting Mr. Horne or the Company. ITEM 5. INTEREST IN SECURITIES OF ISSUER. (a) Amount Beneficially Owned: Frederic B. Horne is deemed the beneficial owner of 1,840,473 shares of Common Stock of the Company, of which 791,550 shares are shares of Class A Common Stock, after giving effect to the Conversion. Mr. Horne's beneficial ownership consists of (i) 1,806,873 shares beneficially owned by Mr. Horne, of which 791,550 are shares of Class A Common Stock, (ii) 22,600 shares beneficially owned by an irrevocable trust for the benefit of Kristina M. Horne for which Mr. Horne serves as trustee and (iii) 11,000 shares beneficially owned by Mr. Horne as custodian for Kristina M. Horne under the Massachusetts Uniform Gifts to Minors Act. Percent of Class: 6.7% See Note 1. Mr. Horne may be deemed the beneficial owner of 1,235,840 shares of Common Stock held by Mr. Horne as trustee of a revocable trust for the benefit of Peter W. Horne (the "PWH Trust Shares"). The PWH Trust Shares are subject to the 1991 Voting Trust; therefore, Mr. Horne has no voting power with respect to such shares. Under the terms of the 1991 Voting Trust, the PWH Trust Shares may not be withdrawn from the 1991 Voting Trust without the consent of the two trustees (currently Timothy P. Horne and Noah T. Herndon). Mr. Horne disclaims beneficial ownership of, and disclaims dispositive power with respect to, the PWH Trust Shares. (b) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 1,840,473 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 1,840,473 (iv) Shared power to dispose or direct the disposition of: 0 (c) Mr. Horne engaged in the following transactions during the past sixty days: (i) Converted 400,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock on April 23, 1998. (ii) Sold 100 shares of Class A Common Stock at $29.625 per share on April 15, 1998. (iii) Sold 9,600 shares of Class A Common Stock at $29.5143 per share on April 9, 1998. (iv) Sold 400 shares of Class A Common Stock at $30.00 per share on April 7, 1998. (v) Sold 1,500 shares of Class A Common Stock at $30.375 per share on April 3, 1998. (vi) Sold 8,500 shares of Class A Common Stock at $29.9632 per share on April 1, 1998. (vii) Sold 5,000 shares of Class A Common Stock at $29.8125 per share on March 30, 1998. (viii) Sold 5,900 shares of Class A Common Stock at $29.7246 per share on March 27, 1998. (ix) Sold 11,100 shares of Class A Common Stock at $29.8125 per share on March 17, 1998. (x) Sold 5,000 shares of Class A Common Stock at $30.00 per share on March 16, 1998. (xi) Sold 11,100 shares of Class A Common Stock at $29.9324 per share on March 13, 1998. (xii) Sold 800 shares of Class A Common Stock at $30.00 per share on March 12, 1998. (xiii) Sold 5,000 shares of Class A Common Stock at $30.3125 per share on March 6, 1998. (d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Amended and Restated Stock Restriction Agreement All shares of Class B Common Stock owned individually by or in trust for the benefit of Timothy P. Horne, Frederic B. Horne, George B. Horne, Daniel W. Horne, Deborah Horne and Peter W. Horne; 80,200 shares of Common Stock owned individually by or in trust for the benefit of Tara V. Horne; 72,600 shares of Common Stock owned in trust for the benefit of Tiffany R. Horne; and 33,600 shares of Common Stock owned individually by or in trust for the benefit of Kristina M. Horne, and any voting trust certificates representing such shares, are subject to a stock restriction agreement (the "Agreement"). Upon any proposed voluntary transfer or transfer by operation of law of Class B Common Stock or voting trust certificates representing such shares by any of the above stockholders, or upon the death of such a stockholder holding such shares or voting trust certificates, the other parties to the Agreement have a pro rata right of first refusal to purchase such shares (including a second opportunity to elect to purchase any shares not purchased under the first right of refusal). The purchase price per share is the 15-day average trading pricing of the Company's Class A Common Stock while publicly traded, except in the case of certain involuntary transfers, in which case the purchase price is book value. This summary is qualified in its entirety by reference to the text of the Agreement, filed as Exhibit A to the Original Statement, and the First Amendment thereto, filed as Exhibit C to the First Amended Statement. Horne Family Voting Trust Agreement - 1991 The PWH Trust Shares, of which Mr. Horne may be deemed the beneficial owner as trustee of a revocable trust for the benefit of Peter W. Horne which holds such shares, are subject to the terms of the 1991 Voting Trust. Under the terms of the 1991 Voting Trust, the two trustees (currently Timothy P. Horne and Noah T. Herndon) vote all shares subject to the voting trust except that Timothy P. Horne generally has the right to vote such shares in the event that the trustees do not concur with respect to any proposed action other than the election or removal of directors. The 1991 Voting Trust expires on October 31, 2001, subject to extension on or after October 31, 1999 by stockholders depositing shares of Common Stock in the 1991 Voting Trust who hold voting trust certificates at such time or, in certain cases, the holders of voting trust certificates representing such shares. Shares may not be removed from the 1991 Voting Trust during its term without the consent of the trustees. Mr. Horne disclaims beneficial ownership of the PWH Trust Shares. This summary is qualified in its entirety by reference to the text of the 1991 Voting Trust, filed as Exhibit B to the Original Statement, as amended by the Amendment to The Horne Family Voting Trust--1991, filed as Exhibit D to the First Amended Statement. * * * This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. Note 1: The percentages above have been determined as of the date hereof, based on estimates provided by the Company. As of the date hereof, and after giving effect to the conversion reported hereby, there are 27,587,443 shares of Common Stock outstanding, of which 10,296,827 are shares of Class B Common Stock, the holders of which are entitled to ten votes per share, and the remainder are shares of Class A Common Stock, the holders of which are entitled to one vote per share. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. 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. /s/ Frederic B. Horne - ------------------------- Frederic B. Horne Dated: May 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----