UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
WATTS INDUSTRIES, INC.
(Name of Issuer)
Class A Common Stock, par value $.10 per share
(Title of Class of Securities)
942749 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ___. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*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).
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Timothy P. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 145,636
Shares
Beneficially 6. Shared Voting Power
Owned by 10,363,906
Each
Reporting 7. Sole Dispositive Power
Person 2,896,856
With
8. Shared Dispositive Power
4,849,080
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,509,542
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
Excludes 157,740 shares held by Mr. Horne's wife as
trustee or custodian for Mr. Horne's minor daughter.
11. Percent of Class Represented by Amount in Row 9
35.4%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Frederic B. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 755,501
Shares
Beneficially 6. Shared Voting Power
Owned by 10,243,906
Each
Reporting 7. Sole Dispositive Power
Person 2,110,667
With
8. Shared Dispositive Power
1,308,440
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,999,407
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
37.1%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
George B. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
_______________________________________________
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of None
Shares
Beneficially 6. Shared Voting Power
Owned by 120,000
Each
Reporting 7. Sole Dispositive Power
Person None
With
8. Shared Dispositive Power
2,200,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,200,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
7.4%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Daniel W. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of None
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person None
With
8. Shared Dispositive Power
1,335,840
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,840
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
___________________________________
11. Percent of Class Represented by Amount in Row 9
4.5%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Deborah Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of None
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person None
With
8. Shared Dispositive Power
1,335,840
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,840
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
4.5%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Peter W. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
_______________________________________________
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 50,000
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person 50,000
With
8. Shared Dispositive Power
1,285,840
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,840
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
________________________________________________
11. Percent of Class Represented by Amount in Row 9
4.5%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Judith Rae Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
________________________________________________
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 157,740
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person 157,740
With
8. Shared Dispositive Power
50,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
207,740
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
0.7%
12. Type of Reporting Person
IN
STATEMENT ON SCHEDULE 13G
Item 1(a). Name of Issuer.*
Watts Industries, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
815 Chestnut Street
North Andover, MA 01845
Item 2(a). Names of Persons Filing.
Timothy P. Horne
Frederic B. Horne
George B. Horne
Daniel W. Horne
Deborah Horne
Peter W. Horne
Judith Rae Horne
Item 2(b). Address of Principal Business Office
or, if none, Residence.
Watts Industries, Inc.
815 Chestnut Street
North Andover, MA 01845
Item 2(c). Citizenship.
United States
Item 2(d). Title of Class of Securities.
Class A Common Stock, par value $.10 per share
____________________
* Unless otherwise indicated, information contained in an
Item pertains to all members of the group making this filing.
Item 2(e). CUSIP Number.
942749 10 2
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under
___ Section 15 of the Act.
(b) Bank as defined in Section 3(a)(6)
___ of the Act.
(c) Insurance Company as defined in
___ Section 3(a)(19) of the Act.
(d) Investment Company registered under
___ Section 8 of the Investment Company
Act.
(e) Investment Adviser registered under
___ Section 203 of the Investment
Advisers Act of 1940.
(f) Employee Benefit Plan, Pension Fund
___ which is subject to the
provisions of the Employee Retirement
Income Security Act of 1974 or Endowment
Fund.
(g) Parent Holding Company, in
___ accordance with Rule 13d-
1(b)(ii)(G).
(h) Group, in accordance with Rule
___ 13d-1(b)(1)(ii)(H).
Not Applicable.
Item 4. Ownership.
Timothy P. Horne
(a) Amount Beneficially Owned:
Timothy P. Horne (for purposes of this particular Item 4,
"Mr. Horne") is deemed the beneficial owner of 10,509,542
shares of Class A Common Stock of the Issuer. Except as
noted below, all of the beneficial ownership of Class A
Common Stock is derived from beneficial ownership of Class
B Common Stock, par value $.10 per share, of the Issuer
which is convertible into Class A Common Stock on a share-
for-share basis.
Includes (i) 2,823,962 shares, of which 72,742 shares are
Class A Common Stock, beneficially owned by Mr. Horne,
(ii) 1,355,166 shares beneficially owned by Frederic B.
Horne, Mr. Horne's brother, (iii) 1,335,840 shares
beneficially owned by a revocable trust for the benefit of
Daniel W. Horne, Mr. Horne's brother, for which Mr. Horne
serves as sole trustee, (iv) 1,335,840 shares beneficially
owned by a revocable trust for the benefit of Deborah
Horne, Mr. Horne's sister, for which Mr. Horne serves as
sole trustee, which trust is revocable with the consent of
the trustee, (v)1,285,840 shares beneficially owned by a
revocable trust for the benefit of Peter W. Horne, Mr.
Horne's brother, for which Frederic B. Horne serves as
sole trustee, (vi) 2,124,600 shares held for the benefit
of George B. Horne, Mr. Horne's father, under a revocable
trust for which Mr. Horne and George B. Horne serve as co-
trustees, (vii) 50,000 shares owned by Tara V. Horne, Mr.
Horne's daughter, (viii) 50,000 shares held by Judith Rae
Horne, Mr. Horne's wife, as trustee for Mr. Horne's minor
daughter,Tiffany Rae Horne (ix) 22,600, 22,600 and 30,200
shares held for the benefit of Kristina M. Horne (Frederic
B. Horne's daughter), Tiffany Rae Horne (Mr. Horne's
daughter) and Tara V. Horne (Mr. Horne's daughter),
respectively, under irrevocable trusts for which Frederic
B. Horne and George B. Horne, Mr. Horne and George B.
Horne, and Mr. Horne and George B. Horne serve as co-
trustees, respectively, and (x) 72,894 shares of Class A
Common Stock issuable upon the exercise of stock options.
The 2,751,220 shares of Class B Common Stock noted in
clause (i), the shares noted in clauses (ii) through (v),
and 2,004,600 of the shares noted in clause (vi) and the
shares noted in clauses (vii) through (ix) (10,243,906
shares in the aggregate) are held in a voting trust for
which Mr. Horne serves as co-trustee. (See Exhibit 4 for
a description of the voting trust). All shares
beneficially owned or which may be deemed to be
beneficially owned by Mr. Horne are Class B Common Stock
except 72,742 of the 2,823,962 shares noted in clause
(i) and all of the shares noted in clause (x).
Mr Horne's wife, Judith Rae Horne, beneficially owns
157,740 shares as trustee or custodian for Mr. Horne's
minor daughter. Mr. Horne disclaims beneficial ownership
of these shares.
(b) Percent of Class:
35.4% (See Exhibit 1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
145,636
(ii) shared power to vote or to direct the vote
10,363,906
(iii) sole power to dispose or to direct the
disposition of
2,896,856
(iv) shared power to dispose or to direct the
disposition of
4,849,080
Item 4. Ownership.
Frederic B. Horne
(a) Amount Beneficially Owned:
Frederic B. Horne (for purposes of this particular Item 4,
"Mr. Horne") is deemed the beneficial owner of 10,999,407
shares of Class A Common Stock of the Issuer. Except as
noted below, all of the beneficial ownership of Class A
Common Stock is derived from beneficial ownership of Class
B Common Stock, par value $.10 per share, of the Issuer
which is convertible into Class A Common Stock on a share-
for-share basis.
Includes (i) 2,074,945 shares, of which 58,622 are shares
of Class A Common Stock, beneficially owned by Mr. Horne,
(ii) 2,751,220 shares beneficially owned by Timothy P.
Horne, Mr. Horne's brother, (iii) 1,335,840 shares
beneficially owned by a revocable trust for the benefit of
Daniel W. Horne, Mr. Horne's brother, for which Timothy P.
Horne serves as sole trustee, (iv)1,335,840 shares
beneficially owned by a trust for the benefit of Deborah
Horne, Mr. Horne's sister, for which Timothy P. Horne
serves as sole trustee, which trust is revocable with the
consent of the trustee, (v) 1,285,840 shares beneficially
owned by a revocable trust for the benefit of Peter W.
Horne, Mr. Horne's brother, for which Mr. Horne serves as
sole trustee, (vi) 2,004,600 shares beneficially owned by
a revocable trust for the benefit of George B. Horne, Mr.
Horne's father, for which George B. Horne and Timothy P.
Horne serve as co-trustees, (vii) 50,000 shares owned by
Tara V. Horne, Timothy P. Horne's daughter, (viii) 50,000
shares held by Judith Rae Horne, Timothy P. Horne's wife,
as trustee for Timothy P. Horne's minor daughter, Tiffany
Rae Horne (ix) 22,600, 22,600 and 30,200 shares held for
the benefit of Kristina M. Horne (Frederic B. Horne's
daughter), Tiffany Rae Horne (Timothy P. Horne's daughter)
and Tara V. Horne (Timothy P. Horne's daughter),
respectively, under irrevocable trusts for which Mr. Horne
and George B. Horne, Timothy P. and George B. Horne, and
Timothy P. and George B. Horne serve as co-trustees,
respectively and (x) 35,722 shares of Class A Common Stock
issuable upon the exercise of stock options. A total of
1,355,166 of the 2,074,945 shares of Class B Common Stock
noted in clause (i) and all shares noted in clauses
(ii) through (ix) above (10,243,906 shares in the
aggregate) are held in a voting trust for which Mr. Horne
serves as a co-trustee. (See Exhibit 4 for a description
of the voting trust). All shares beneficially owned or
which may be deemed to be beneficially owned by Mr. Horne
are Class B Common Stock except 58,622 of the 2,074,945
shares noted in clause (i) and all of the shares noted in
clause (x).
(b) Percent of Class.
37.1% (See Exhibit 1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
755,501
(ii) shared power to vote or to direct the
vote
10,243,906
(iii) sole power to dispose or to direct the
disposition of
2,110,667
(iv) shared power to dispose or to direct the
disposition of
1,308,440
Item 4. Ownership.
George B. Horne
(a) Amount Beneficially Owned:
George B. Horne (for purposes of this particular Item 4,
"Mr. Horne") is deemed the beneficial owner of 2,200,000
shares of Class A Common Stock of the Issuer. All of the
beneficial ownership of Class A Common Stock is derived
from beneficial ownership of Class B Common Stock, par
value $.10 per share, of the Issuer which is convertible
into Class A Common Stock on a share for-share basis.
Mr. Horne's beneficial ownership consists of (i) 2,124,600
shares held in a revocable trust for which Timothy P.
Horne and George B. Horne serve as co-trustees, (ii)
22,600 shares held for the benefit of Kristina M. Horne,
Frederic B. Horne's daughter, under an irrevocable trust
for which Mr. Horne and Frederic B. Horne serve as co-
trustees, (iii) 22,600 shares held for the benefit of
Tiffany Rae Horne, Timothy P. Horne's daughter, under an
irrevocable trust for which Mr. Horne and Timothy P. Horne
serve as co-trustees and (iv) 30,200 shares held for
the benefit of Tara V. Horne, Timothy P. Horne's daughter,
under an irrevocable trust for which Mr. Horne and Timothy
P. Horne serve as co-trustees. A
total of 2,004,600 of such shares in (i) and all shares
noted in clauses (ii) through (iv) are subject to a voting
trust for which Timothy P. Horne and Frederic B. Horne
serve as co-trustees. (See Exhibit 4 for a description of
the voting trust).
(b) Percent of Class:
7.4% (See Exhibit 1)
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the
vote
120,000
(iii) sole power to dispose or to direct the
disposition of
-0-
(iv) shared power to dispose or to direct the
disposition of
2,200,000
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Timothy P. Horne
Frederic B. Horne has the right to receive and the power
to direct the receipt of dividends from, or the proceeds
from the sale of, 1,355,166 shares which he holds
individually. Frederic B. Horne also has the power to
direct the receipt of dividends from, or the proceeds from
the sale of, 1,285,840 shares held for the benefit of
Peter W. Horne under a revocable trust for which
Frederic B. Horne serves as sole trustee, subject to the
terms of such trust. Frederic B. Horne has the right to
receive and the power to direct the receipt of dividends
from, or the proceeds from the sale of 22,600 shares held
for the benefit of Kristina M. Horne under an irrevocable
trust for which Frederic B. Horne and George B. Horne
serve as co-trustees.
George B. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of, 2,124,600 shares held for the benefit of
George B. Horne under a revocable trust for which Timothy
P. Horne and George B. Horne serve as co-trustees. George
B. Horne has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the
sale of 22,600 shares, 22,600 shares, and 30,200 shares
held for the benefit of Kristina M. Horne, Tiffany Rae
Horne, and Tara V. Horne, respectively, under irrevocable
trusts for which Frederic B. Horne and George B. Horne,
Timothy P. Horne and George B. Horne, and Timothy P. Horne
and George B. Horne serve as co-trustees, respectively.
Daniel W. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of, 1,335,840 shares held for the benefit of
Daniel W. Horne under a revocable trust for which Timothy
P. Horne serves as sole trustee.
Deborah Horne has (subject to obtaining the consent of the
trustee as described below) the right to receive and the
power to direct the receipt of dividends from, or the
proceeds from the sale of, 1,335,840 shares held for the
benefit of Deborah Horne under a trust for which Timothy
P. Horne serves as sole trustee, which trust is revocable
with the consent of the trustee.
Peter W. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of, 1,285,840 shares held for the benefit of
Peter W. Horne under a revocable trust for which
Frederic B. Horne serves as sole trustee.
Tara V. Horne, Timothy P. Horne's daughter, has the right
to receive and the power to direct the receipt of
dividends from, or the proceeds from the sale of 50,000
shares which she holds individually. Judith Rae Horne,
Timothy P. Horne's wife, has the right to receive and the
power to direct the receipt of dividends from, or the
proceeds from the sale of 50,000 shares held for the
benefit of Tiffany Rae Horne, Timothy P. Horne's daughter,
under a trust for which Judith Rae Horne serves as sole
trustee.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Frederic B. Horne
Timothy P. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of, 2,751,220 shares which he holds individually.
Timothy P. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of 22,600 shares and 30,200 shares held for the
benefit of Tiffany Rae Horne and Tara V. Horne,
respectively, under irrevocable trusts for which Timothy
P. Horne and George B. Horne serve as co-trustees.
Tara V. Horne, Timothy P. Horne's daughter, has the right
to receive and the power to direct the receipt of
dividends from, or the proceeds from the sale of 50,000
shares which she holds individually. Judith Rae Horne,
Timothy P. Horne's wife, has the right to receive and the
power to direct the receipt of dividends from, or the
proceeds from the sale of 50,000 shares held for the
benefit of Tiffany Rae Horne, Timothy P. Horne's daughter,
under a trust for which Judith Rae Horne serves as sole
trustee.
George B. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of, 2,004,600 shares held for the benefit of
George B. Horne under a revocable trust for which
Timothy P. Horne and George B. Horne serve as co-trustees.
George B. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of 22,600 shares, 22,600 shares, and 30,200
shares held for the benefit of Kristina M. Horne, Tiffany Rae Horne,
and Tara V. Horne, respectively,
under irrevocable trusts for which Frederic B. Horne and
George B. Horne, Timothy P. Horne and George B. Horne, and
Timothy P. Horne and George B. Horne serve as co-trustees,
respectively.
Daniel W. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of,1,335,840 shares held for the benefit of
Daniel W. Horne under a revocable trust for which Timothy
P. Horne serves as sole trustee.
Deborah Horne has (subject to obtaining the consent of the
trustee as described below) the right to receive and the
power to direct the receipt of dividends from, or the
proceeds from the sale of, 1,335,840 shares held for the
benefit of Deborah Horne under a trust for which Timothy
P. Horne serves as sole trustee, which trust is revocable
with the consent of the trustee.
Peter W. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of, 1,285,840 shares held for the benefit of
Peter W. Horne under a revocable trust for which Frederic
B. Horne serves as sole trustee.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
George B. Horne
Timothy P. Horne shares the power, as co-trustee with
George B. Horne of a revocable trust for the benefit of
George B. Horne and subject to the limitations of such
trust, to direct the receipt of dividends from, or the
proceeds from the sale of, 2,124,600 shares held in such
trust. Timothy P. Horne shares the power, as co-trustee
with George B. Horne, of irrevocable trusts for the
benefit of Tiffany Rae Horne and Tara V. Horne and subject
to the limitations of such trusts, to direct the receipt
of dividends from, or the proceeds from the sale of,
52,800 shares held in such trusts.
Frederic B. Horne shares the power, as co-trustee with
George B. Horne, of an irrevocable trust for the benefit
of Kristina M. Horne and subject to the limitations of
such trust, to direct the receipt of dividends from, or
the proceeds from the sale of, 22,600 shares held in such
trust.
George B. Horne has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of 22,600 shares, 22,600 shares, and 30,200
shares held for the benefit of Kristina M. Horne, Tiffany
Rae Horne, and Tara V. Horne, respectively, under
irrevocable trusts for which Frederic B. Horne and George
B. Horne, Timothy P. Horne and George B. Horne, and
Timothy P. Horne and George B. Horne serve as co-trustees,
respectively.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Daniel W. Horne
Timothy P. Horne has the power, as sole trustee of a
revocable trust for the benefit of Daniel W. Horne and
subject to the limitations of such trust, to direct the
receipt of dividends from, or the proceeds from the sale
of, 1,335,840 shares held in such trust.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Deborah Horne
Timothy P. Horne has the power, as sole trustee of a
revocable trust for the benefit of Deborah Horne and
subject to the limitations of such trust, to direct the
receipt of dividends from, or the proceeds from the sale
of, 1,335,840 shares held in such trust. The trustee's
consent is required to revoke such trust.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Peter W. Horne
Frederic B. Horne has the power, as sole trustee of a
revocable trust for the benefit of Peter W. Horne and
subject to the limitations of such trust, to direct the
receipt of dividends from, or the proceeds from the sale
of,1,285,840 shares held in such trust.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Judith Rae Horne
Not Applicable
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable
Item 8. Identification and Classification
of members of the Group.
A group has filed this Schedule 13G pursuant to Rule 13d-
1(c). See Exhibit 3 for the identity of each member of
the group.
Frederic B. Horne, individually, is subject to the
requirements of Rule 13d-1(a) and files Schedule 13D
thereunder in addition to filing this Schedule 13G as a
member of the group named herein.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
SIGNATURES
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.
Dated: February 14, 1996
/s/Timothy P.Horne__________
TIMOTHY P. HORNE
/s/Frederic B. Horne________
FREDERIC B. HORNE
/s/Kenneth J. McAvoy________
*GEORGE B. HORNE
/s/Kenneth J. McAvoy________
*DANIEL W. HORNE
/s/Kenneth J. McAvoy________
*DEBORAH HORNE
/s/Kenneth J. McAvoy________
*PETER W. HORNE
/s/Kenneth J. McAvoy________
*JUDITH RAE HORNE
* By Kenneth J. McAvoy, Attorney in Fact pursuant to Powers of
Attorney filed as Exhibit 5 to Amendment No. 5 to this
Schedule 13G filed with the Securities and Exchange
Commission on February 12, 1992, which Powers of Attorney are
hereby incorporated herein by reference.
INDEX OF EXHIBITS
1. Voting Percentages
2. Stock Restriction Agreement
3. Identity of Group Members
4. Voting Trust Agreement
5. Powers of Attorney
(Incorporated by reference to Amendment No. 5 to this
Schedule 13G filed with the Securities and Exchange
Commission on February 12, 1992)
EXHIBIT 1
Due to the fact that each share of Class A Common Stock is
entitled to one vote on all matters submitted to stockholders and
each share of Class B Common Stock is entitled to ten votes on
all such matters, equity percentage is not equivalent to voting
percentage. The following table indicates total percentage of
voting power of outstanding shares of the Issuer possessed by any
group member who has sole or shared voting power of any shares
and by the group as a whole:
Timothy P. Horne -- 78.6%
Frederic B. Horne -- 82.7%
George B. Horne -- 0.9%
Judith Rae Horne -- 1.2%
Group -- 84.9%
EXHIBIT 2
All shares 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, and any voting trust
certificates representing such shares, are subject to an Amended
and Restated 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
price of the Issuer'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 which is incorporated herein by reference
to Exhibit 2 to the Issuer's Current Report on Form 8-K dated
October 31, 1991.
EXHIBIT 3
Item 8 Continued.
The members of the group are:
Timothy P. Horne
Frederic B. Horne
George B. Horne
Daniel W. Horne
Deborah Horne
Peter W. Horne
Judith Rae Horne
EXHIBIT 4
All shares of Class B Common Stock beneficially owned by
Timothy P. Horne, and trusts for the benefit of Daniel W. Horne,
Deborah Horne, Peter W. Horne, and certain irrevocable trusts for
the benefit of Kristina M. Horne, Frederic B. Horne's daughter,
and Tiffany Rae Horne and Tara V. Horne, both daughters of
Timothy P. Horne, and certain shares of Class B Common Stock
beneficially owned by Frederic B. Horne, Tara V. Horne, and a
cerain trust for the benefit of Tiffany Rae Horne and a trust for
the benefit of George B. Horne (10,243,906 shares in the
aggregate), are subject to the terms of the Horne Family Voting
Trust - 1991 (the "Voting Trust"). Under the terms of the Voting
Trust, the two trustees (currently Timothy P. Horne and
Frederic B. Horne) 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.
Under the terms of the Voting Trust, Timothy P. Horne,
Frederic B. Horne and George B. Horne may designate up to two
successor trustees, and may revoke such designations. If such
designee or designees shall become a trustee and shall cease for
any reason to serve as such during the term of the Voting Trust,
the holders of a majority of the outstanding voting trust
certificates shall designate successor trustees.
The Voting Trust expires on October 31, 2001, subject to
extension on or after October 31, 1999 by stockholders depositing
shares of Class B Common Stock in the Voting Trust or, in certain
cases, the holders of voting trust certificates representing such
shares. The Voting Trust may be amended by vote of the holders
of a majority of the outstanding voting trust certificates and,
while one or more of Timothy P. Horne, Frederic B. Horne and
their two successors designated as described in the preceding
paragraph is serving as trustee, the trustees. Shares may not be
removed from the Voting Trust during its term without the consent
of the trustees.
This summary is qualified in its entirety by reference to the
text of the Voting Trust which is incorporated herein by
reference to Exhibit 1 to the Issuer's Current Report on Form 8-K
dated October 31, 1991.
