UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 26, 1997
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement . (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 Page 2 of 8 Pages
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
SEE ITEM #5 (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
2,065,723
8
SHARED VOTING POWER
1,258,440
9
SOLE DISPOSITIVE POWER
2,065,723
10
SHARED DISPOSITIVE POWER
1,258,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,324,163
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
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, Corporate Vice President and a Director of Watts Industries, Inc.
(the Company ), hereby amends and supplements his originally filed Statement
on Schedule 13D dated November 8, 1991 (the Original Statement ) with
respect to the Class A Common Stock, par value $0.10 per share (the Common
Stock ) of 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. The following items in the Original Statement are amended in their
entirety to read as set forth below. 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 3. Source and Amount of Funds or Other Consideration.
On August 26, 1997, as a result of withdrawals of shares of Common
Stock from The Horne Family Voting Trust - 1991 (the 1991 Voting Trust ),
for which Frederic B. Horne serves as a co-trustee, the number of shares of
Common Stock which Mr. Horne was deemed to beneficially own decreased to
3,324,163 from the amount reported in the Original Statement.
On October 31, 1991, Frederic B. Horne was deemed the beneficial owner
of 10,914,706 shares of Common Stock as a result of his (i) direct ownership
of Common Stock and Class A Common Stock and (ii) ownership of shares of
Common Stock as a co-trustee of the 1991 Voting Trust. See Item 6. Of such
shares of Common Stock, 2,055,166 shares were acquired by Mr. Horne before
the Common Stock was registered under Section 12 of the Securities Exchange
Act of 1934, as amended, and beneficial ownership of such shares were
previously reported on Schedule 13G by a group of which Mr. Horne was a
member.
On August 26, 1997, 8,897,066 shares of Common Stock were withdrawn
from the 1991 Voting Trust. As a result of such withdrawals and previous
withdrawals from the 1991 Voting Trust, as of August 26, 1997, Mr. Horne was
deemed the beneficial owner of 1,235,840 shares of Common Stock under the
1991 Voting Trust.
Item 4. Purpose of Transaction.
The beneficial ownership of the 10,213,906 shares of Common Stock
reported in the Original Statement resulted from the establishment of the
1991 Voting Trust, of which Frederic B. Horne is a co-trustee. See Item 6.
Such voting trust was established to pool the voting interests of the members
of the Horne family who are parties thereto. On August 26, 1997, 8,897,066
shares of Common Stock were withdrawn from the 1991 Voting Trust. As a
result of such withdrawals and previous withdrawals from the 1991 Voting
Trust, as of August 26, 1997, Mr. Horne was deemed the beneficial owner of
1,235,840 shares of Common Stock under the 1991 Voting Trust.
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.
Except as set forth above, Mr. Horne has no present plans or proposals to
take any action enumerated in the instructions to Item 4 of Schedule 13D
under the Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of Issuer.
(a) Amount Beneficially Owned:
Frederic B. Horne is deemed the beneficial owner of 3,324,163
shares of Common Stock of the Company, of which 154,000 shares
are shares of Class A Common Stock.
Mr. Horne s beneficial ownership consists of (i) 2,019,323 shares
beneficially owned by Mr. Horne, of which 154,000 are shares of
Class A Common Stock, (ii) 1,235,840 shares beneficially owned by
a revocable trust for the benefit of Peter W. Horne for which Mr.
Horne serves as sole trustee, (iii) 22,600 shares beneficially
owned by a revocable trust for the benefit of Kristina M. Horne
for which Mr. Horne and George B. Horne serve as co-trustees,
(iv) 11,000 shares beneficially owned by Mr. Horne as custodian
for Kristina M. Horne under the Massachusetts Uniform Gifts to
Minors Act and (v) vested options to acquire within 60 days
35,400 shares of Class A Common Stock. The shares in clause (ii)
are held in the 1991 Voting Trust for which Mr. Horne serves as
co-trustee. Under the 1991 Voting Trust, the two trustees
(currently Timothy P. Horne and Mr. Horne) vote all shares
subject to the trust, except that Timothy P. Horne has the right
to vote such shares in the event the trustees do not concur with
respect to any proposed action other than the election or removal
of directors. See Item 6.
Percent of Class:
Equity: 12.3% Voting: 24.7%
See Note 1 to this Item 5.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 2,065,723
(ii) Shared power to vote or direct the vote: 1,258,440
(iii) Sole power to dispose or direct the disposition of: 2,065,723
(iv) Shared power to dispose or direct the disposition of: 1,258,440
(c) (i) Mr. Horne sold 422 shares of Class A Common Stock in an open
market transaction on July 24, 1997, at a price of $23.4375 per
share.
(ii) Mr. Horne converted 40,000 shares of his Class B
Common Stock to an equal number of shares of Class A
Common Stock on August 22, 1997.
(d) George B. Horne shares with Frederic B. Horne the right to
receive and direct the receipt of dividends from, or the proceeds
from the sale of, 22,600 shares beneficially owned by a revocable
trust for the benefit of Kristina M. Horne.
Peter W. Horne has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale
1,235,840 shares beneficially owned by a revocable trust for the
benefit of Peter W. Horne for which Frederic B. Horne serves as
sole trustee.
All shares of Class B Common Stock owned by Mr. Horne as trustee
of a revocable trust for the benefit of Peter W. Horne are
subject to the terms of the 1991 Voting Trust. Under the 1991
Voting Trust, the two trustees (currently Timothy P. Horne and
Mr. Horne) vote all shares subject to the trust, except that
Timothy P. Horne has the right to vote such shares in the event
the trustees do not concur with respect to any proposed action
other than the election or removal of directors.
Under the terms of the 1991 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 the successor trustee(s).
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 voting trust who hold voting trust
certificates at such time or, in certain cases, the holders of
voting trust certificates representing such shares. The 1991
Voting Trust may be amended by vote of the holders of the
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 1991 Voting Trust during its term without the consent of the
trustees.
(e) Not applicable
Note 1: The percentages above have been determined as of August 26, 1997
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. At that date, a total of 27,035,587 shares of Common Stock were
outstanding, of which 11,159,127 were shares of Class B Common Stock entitled
to ten votes per share and 15,876,406 were shares of Class A Common Stock
entitled to one vote per share. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock.
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 33,700 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 hereto.
Horne Family Voting Trust Agreement - 1991
The 1,235,840 shares of Common Stock beneficially owned by Frederic B.
Horne as trustee of a revocable trust for the benefit of Peter W. Horne 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 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 1991 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 trust, the holders of a majority of the outstanding voting trust
certificates shall designate successor trustees.
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. The 1991 Voting Trust may be amended by vote of
the holders of the 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 1991 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 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 hereto.
Item 7. Material to be Filed as Exhibits.
Exhibits
C Amendment Number 1 to Amended and Restated Stock Restriction Agreement
dated as of August 26, 1997 by and among the stockholders of the
Company party thereto.
D Amendment to The Horne Family Voting Trust 1991 dated as of August 26,
1997 by and among the Company and the stockholders party thereto.
* * *
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.
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: September 9, 1997
EXHIBIT INDEX
Exhibit
C Amendment Number 1 to Amended and Restated Stock Restriction Agreement
dated as of August 26, 1997 by and among the stockholders of the
Company party thereto.
D Amendment to The Horne Family Voting Trust 1991 dated as of August 26,
1997 by and among the Company and the stockholders party thereto.
EXHIBIT C
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
STOCK RESTRICTION AGREEMENT
AMENDMENT NO. 1 TO STOCK RESTRICTION AGREEMENT made as of August 26, 1997 by
and among the undersigned, each of whom is a stockholder or beneficiary of a
trust stockholder (hereinafter individually referred to as a "Stockholder" and
collectively as the "Stockholders") of Watts Industries, Inc. (hereinafter
referred to as the "Company"), a corporation organized under the laws of the
State of Delaware.
WITNESSETH
WHEREAS, the shares of Class B Common Stock, par value $.10 per share, of
the Company (the "Class B Common Stock") owned or beneficially owned by the
undersigned are subject to a Stock Restriction Agreement dated as of October 31,
1991 (the "Existing Agreement"); and
WHEREAS, the parties hereto desire to amend certain provisions of the
Existing Agreement.
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto hereby amend the Existing Agreement as follows:
1. Restatement of Section 7. Section 7 of the Existing Agreement is
hereby amended and restated in its entirety to read as follows:
7. Exceptions to Restrictions
The restrictions set forth in this Agreement shall be inapplicable to:
a. transfers of Stock between any Stockholder and his guardian or
conservator;
b. transfers of Stock upon any Stockholder's death to his executors
or administrators or to the trustees under his will;
c. transfers of Stock among or between persons (if not individuals,
the beneficial interest(s) in which are owned by, and the
trustees or directors and officers of which are, an individual or
individuals) having a family relationship (i.e., a relationship
by blood, marriage or adoption) with Timothy P. Horne,
Frederic B. Horne or George B. Horne, including the estates of
such persons, or among or between any of such persons or estates
and the trustees under the Horne Family Voting Trust Agreement -
1991 or The George B. Horne Voting Trust Agreement - 1997, in
each case as the same may be amended, or any successor trust or
trusts formed by members of the Horne family; and
d. transfers of Stock (by redemption or otherwise) to the Company
upon the death of any person having a family relationship (as
defined in paragraph c) with Timothy P. Horne, Frederic B. Horne
or George B. Horne;
provided, however, that such Stock in the hands of each such transferee (except
the Company in connection with a transfer contemplated by clause d of this
Section 7) shall remain subject to this Agreement. In the event Stock is or
is to be transferred upon or as a result of death to any of the persons or
entities described in clauses a, b, c or d of this Section 7, Section 3 shall
not apply to such transfer, provided that such Stock shall remain subject to
this Agreement in the hands of the relevant transferee.
2. Schedule A. Schedule A to the Existing Agreement is hereby deleted and
replaced with Schedule A attached hereto, which replacement Schedule A reflects
the Stockholders who are parties to the Existing Agreement and the Stock subject
to the Existing Agreement as of the date of this Amendment.
3. Governing Law; Effect of Amendment
This Amendment shall be construed under and governed by the laws of the
State of Delaware. Except as amended hereby, the Existing Agreement shall
remain in full force and effect in accordance with its terms. IN WITNESS
WHEREOF, each of the undersigned has executed or caused this
Agreement to be duly executed as of the date first set forth above, in one or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument executed under seal.
__________________________
Timothy P. Horne
__________________________
Frederic B. Horne
The Deborah Horne Trust - 1976
By: _______________________
Timothy P. Horne, as Trustee, and his
successors in trust and not
individually
The Daniel W. Horne Trust - 1980
By: _______________________
Timothy P. Horne, as Trustee, and his
successors in trust and not
individually
The Peter W. Horne Trust - 1976
By: _______________________
Frederic B. Horne, as Trustee, and
his successors in trust and not
individually
__________________________
Deborah Horne
__________________________
Daniel W. Horne
__________________________
Peter W. Horne
The George B. Horne Trust - 1982
By: ______________________
George B. Horne, as Trustee, and his
successors in trust and not
individually
By: ______________________
Timothy P. Horne, as Trustee, and his
successors in trust and not
individually
__________________________
George B. Horne
__________________________
Tara V. Horne
__________________________________ __________________________________
Timothy P. Horne, as Trustee of the George B. Horne, as Trustee of the
Grandchildren s Trust f/b/o Grandchildren s Trust f/b/o
Tara V. Horne Tara V. Horne
__________________________________ __________________________________
Timothy P. Horne, as Trustee of the George B. Horne, as Trustee of the
Grandchildren s Trust f/b/o Grandchildren s Trust f/b/o
Tiffany R. Horne Tiffany R. Horne
___________________________________ _________________________________
Frederic B. Horne, as Trustee of the George B. Horne, as Trustee of the
Grandchildren s Trust f/b/o Grandchildren s Trust f/b/o
Kristina M. Horne Kristina M. Horne
_____________________________________
Judith Rae Horne, as Trustee of the
Tiffany Rae Horne Trust 1984
ACKNOWLEDGED:
__________________________ ________________________
Timothy P. Horne, as Trustee Frederic B. Horne, as Trustee
under the Horne Family Voting under the Horne Family Voting
Trust Agreement - 1991 dated Trust Agreement - 1991 dated
October 31, 1991, as the same October 31, 1991, as the same
may be amended, and his may be amended, and his
successors in trust successors in trust
__________________________
Timothy P. Horne, as Trustee
under the George B. Horne Voting
Trust Agreement - 1997 dated August __,
1997, as the same may be amended,
and his successors in trust.<PAGE>
SCHEDULE A TO AMENDMENT NO. 1
STOCK RESTRICTION AGREEMENT
Name of Stockholder Shares of Class B Common Stock
Timothy P. Horne 2,751,220**
Frederic B. Horne 1,865,323
Timothy P. Horne and George B. Horne, as
Trustees of the George B. Horne Trust - 1982 2,104,600**
20,000
Timothy P. Horne as Trustee of The Daniel W.
Horne Trust - 1980 1,335,840**
Timothy P. Horne as Trustee of The Deborah
Horne Trust - 1976 1,335,840**
Frederic B. Horne as Trustee of The Peter W.
Horne Trust - 1976 1,235,840*
Timothy P. Horne and George B. Horne as
Trustees of the Grandchildren s 1995 Irrevocable
Trust f/b/o Tara V. Horne 30,200**
Timothy P. Horne and George B. Horne as
Trustees of the Grandchildren s 1995 Irrevocable
Trust f/b/o Tiffany R. Horne 22,600**
Frederic B. Horne and George B. Horne as
Trustees of the Grandchildren s 1995 Irrevocable
Trust f/b/o Kristina M. Horne 22,600
Tara V. Horne 50,000**
Judith Rae Horne as Trustee of the Tiffany Rae
Horne Trust -1984 50,000**
Frederic B. Horne as Custodian for Kristina
M. Horne under the Massachusetts Uniform
Gifts to Minors Act 11,000
* Shares are subject to the Horne Family Voting Trust Agreement - 1991
dated as of October 31, 1991, as the same may be amended, the trustees
of which voting trust may be deemed the record holder of such shares.
** Shares are subject to The George B. Horne Voting Trust - 1997 dated as
of August 26, 1997, as the same may be amended, the trustees of which
voting trust may be deemed the record holder of such shares.
EXHIBIT D
AMENDMENT
TO
HORNE FAMILY VOTING TRUST AGREEMENT 1991
AMENDMENT dated as of the 26th day of August, 1997 by and among Timothy P.
Horne and Frederic B. Horne, as trustees (together, the Trustees ) under the
Horne Family Voting Trust Agreement 1991 (the Voting Trust Agreement ),
Timothy P. Horne, Frederic B. Horne, George B. Horne and Tara V. Horne,
individually, Timothy P. Horne as trustee of the Daniel W. Horne Trust 1980,
Timothy P. Horne as trustee of the Deborah Horne Trust 1976, Frederic B. Horne
as trustee of the Peter W. Horne Trust 1976, Timothy P. Horne and George B.
Horne, as Trustees of the Grandchildren s Trust f/b/o Tara V. Horne, Timothy
P. Horne and George B. Horne, as Trustees of the Grandchildren s Trust f/b/o
Tiffany R. Horne, Frederic B. Horne and George B. Horne, as Trustees of the
Grandchildren s Trust f/b/o Kristina M. Horne and Judith Rae Horne, as
Trustees of the Tiffany Rae Horne Trust 1984 (each, a Stockholder and
collectively, the Stockholders ) and Watts Industries, Inc., a Delaware
corporation (the Company ).
WHEREAS, each of the holders of voting trust certificates under the
Voting Trust Agreement, other than Frederic B. Horne as trustee of the Peter
W. Horne Trust 1976, desires to withdraw all of such holder s shares of Class
B Common Stock, par value $.10 per share ( Class B Common Stock ), of the
Company represented by such voting trust certificates from the Voting Trust
Agreement.
WHEREAS, the Trustees desire to consent and agree to the above-described
withdrawals.
WHEREAS, the Trustees and the Stockholders, representing the registered
holders of a majority of the voting trust certificates outstanding, desire to
amend the Voting Trust Agreement to provide that the Voting Trust Agreement
may be terminated by a written amendment signed by all of the Trustees and by
the registered holders of a majority of the voting trust certificates
outstanding under the Voting Trust Agreement at the time of any such proposed
termination.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. The parties hereto do hereby consent to the withdrawal from the
Voting Trust Agreement of all shares of Class B Common Stock represented by
voting trust certificates outstanding as of the date hereof, other than those
shares of Class B Common Stock represented by voting trust certificates held
by Frederic B. Horne as trustee of the Peter W. Horne Trust 1976, and amend
Schedule A to the Voting Trust Agreement by amending and restating Schedule A
is its entirety to read as Schedule A attached hereto.
2. Section 13 of the Voting Trust Agreement is hereby amended by
deleting such Section 13 in its entirety and substituting therefor the
following:
13. Amendment; Termination. This Agreement may be amended by a
written amendment signed by all of the Trustees and by registered holders of a
majority of the voting trust certificates then outstanding; provided, however,
that after each of TIMOTHY P. HORNE, FREDERIC B. HORNE and all individuals
appointed as Trustees pursuant to the second paragraph of Section 11 shall
cease to serve as Trustees hereunder, this Agreement may be amended by a
written instrument signed by registered holders of a majority of the voting
trust certificates then outstanding. For all purposes of this Agreement,
references to percentages of voting trust certificates outstanding shall refer
to the number of votes represented by the shares of stock of the Company
represented by such voting trust certificates.
This Agreement may be terminated only by a written instrument signed by
all of the Trustees and registered holders of a majority of the voting trust
certificates then outstanding; provided, however, that after each of
TIMOTHY P. HORNE, FREDERIC B. HORNE and all individuals designated as Trustees
pursuant to the second paragraph of Section 11 shall cease to serve as
Trustees hereunder, this Agreement may be terminated as provided above but
without the consent of the Trustees.
If not previously terminated in accordance with the terms hereof, this
Agreement shall terminate ten (10) years from the date of this Agreement;
provided, however, that at any time within two (2) years prior to such date
(or any subsequent date of termination fixed in accordance with the provisions
hereof and applicable law), one or more of the persons designated in the
following provisions of this Section 13 may, by written agreement, extend the
duration of this Agreement for an additional term not exceeding 10 years from
the expiration date as originally fixed or as last extended. The foregoing
right of extension shall be exercisable by (i) any individual Stockholder
living who holds one or more voting trust certificates and not subject to any
incapacity at the time of the proposed extension, and if so exercised shall be
binding upon any and all holders of voting trust certificates in respect of
shares originally or subsequently deposited hereunder by such individual
Stockholder, (ii) the trustee of any trust Stockholder that holds voting trust
certificates who is living and not subject to any incapacity at the time of
the proposed extension, and regardless of whether such trust is then still in
existence, and if so exercised shall be binding upon any and all holders of
voting trust certificates in respect of shares originally or subsequently
deposited hereunder by such trust Stockholder and any and all beneficiaries
thereof or successors in interest thereto, and (iii) the holder of any voting
trust certificate representing shares not covered by either of the preceding
clauses (i) or (ii), and if so exercised shall be effective with respect to
all shares represented by such voting trust certificate, it being understood
that the provisions of clauses (i) or (ii) of this paragraph (and not this
clause (iii)) shall govern any extension with respect to shares referred to
therein if and to the extent a Stockholder referred to therein is able to
consent to such extension. Any such action to extend this Agreement shall be
binding upon the Trustees, any Stockholder or other person consenting to such
extension as provided above and all successors in interest of any such
Stockholder or other person (including without limitation any holder of voting
trust certificates representing shares deposited by any Stockholder consenting
(or on whose behalf consent is given) to such extension in the manner provided
above). Extensions in accordance with this Section 13 (i) shall not be deemed
to constitute the commencement of a new voting trust for purposes of the DGCL,
(ii) shall be filed with the registered office of the Company in Delaware, as
provided by law and (iii) shall not involve or require any transfer of shares
as contemplated by the last paragraph of Section 5.
3. The effective date of this Amendment shall be the date first set
forth above.
4. As amended by this Amendment, the Voting Trust Agreement is in all
respects ratified and confirmed, and as so amended by this Amendment the
Voting Trust Agreement shall be read, taken and construed as one and the same
instrument.
5. This Amendment may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which so executed
shall be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
6. This First Amendment shall be governed in accordance with the laws
of the State of Delaware without regard to principles of conflicts of law.
[Remainder of page intentionally left blank.]
The parties hereto have executed this Amendment to the Voting Trust
Agreement in one or more counterparts under seal as of the 26th day of August,
1997.
WATTS INDUSTRIES, INC.
By: _________________________
Timothy P. Horne, Chairman
_________________________________
Timothy P. Horne, as Trustee and a
Stockholder
_________________________________
Frederic B. Horne, as Trustee and
a Stockholder
_________________________________
George B. Horne
_________________________________
Tara V. Horne
_________________________________
Frederic B. Horne, as Trustee of
the Peter W. Horne Trust 1976
_________________________________
Timothy P. Horne, as Trustee of
the Deborah Horne Trust 1976
_________________________________
Timothy P. Horne, as Trustee of
the Daniel W. Horne Trust 1980
___________________________________ _________________________________
Timothy P. Horne, as Trustee of the George B. Horne, as Trustee of the
Grandchildren s Trust f/b/o Grandchildren s Trust f/b/o
Tara V. Horne Tara V. Horne
___________________________________ __________________________________
Timothy P. Horne, as Trustee of the George B. Horne, as Trustee of the
Grandchildren s Trust f/b/o Grandchildren s Trust f/b/o
Tiffany R. Horne Tiffany R. Horne
___________________________________ __________________________________
Frederic B. Horne, as Trustee of the George B. Horne, as Trustee of the
Grandchildren s Trust f/b/o Grandchildren s Trust f/b/o
Kristina M. Horne Kristina M. Horne
__________________________________
Judith Rae Horne, as Trustee of
the Tiffany Rae Horne Trust 1984
SCHEDULE A
Number of Shares
Name of Class B Common Stock
Frederic B. Horne as trustee of the
Peter W. Horne Trust 1976 1,235,840
