SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-14787
WATTS INDUSTRIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2916536
(State of incorporation) (I.R.S. Employer Identification No.)
815 Chestnut Street, North Andover, MA 01845
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 688-1811
Securities registered pursuant to Section 12(b) of the Act:
CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
Name of exchange on which registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant on August 12, 1997 was $402,994,121.
As of August 12, 1997, 15,836,460 shares of Class A Common Stock, $.10 par
value, and 11,199,127 shares of Class B Common Stock, $.10 par value, of the
Registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
- -----------------------------------
Portions of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held on October 21, 1997, are incorporated by reference into
Part III of this Report.
<PAGE>
PART I
Item 1. BUSINESS.
---------
GENERAL
- -------
Watts Industries, Inc., (the "Company") designs, manufactures and sells an
extensive line of valves for the plumbing and heating, water quality,
industrial, and oil and gas industries. Watts has focused on the valve industry
since its inception in 1874, when it was founded to design and produce steam
regulators for New England textile mills. Today, the Company is a leading
manufacturer and supplier of plumbing and heating and water quality valve
products, which account for approximately two-thirds of its sales. The Company's
growth strategy emphasizes internal development of new valve products and entry
into new markets for specialized valves and related products through
diversification of its existing business and strategic acquisitions in related
business areas, both domestically and abroad. The Company was incorporated in
Delaware in 1985.
The Company's product lines include safety relief valves, regulators,
thermostatic mixing valves, ball valves and flow control valves for water
service primarily in residential and commercial environments, and metal and
plastic water supply/drainage products including valves, tubular brass products,
faucets, drains, sink strainers, compression and flare fittings, and plastic
tubing and braided metal hose connectors for residential construction and home
repair and remodeling; backflow preventers for preventing contamination of
potable water caused by reverse flow within water supply lines and fire
protection equipment; steam regulators and control devices for industrial, HVAC
and naval/marine applications; ball valves, cryogenic valves, pneumatic and
electric actuators, relief valves, check valves and butterfly valves for
industrial applications; and floating and trunnion ball valves, oil field check
valves, and large ball valves for the oil and gas industry. Within a majority of
the product lines the Company manufactures and markets, the Company believes
that it has the broadest product line in terms of the distinct designs, sizes
and configurations of its valves. Products representing a majority of the
Company's sales have been approved under regulatory standards incorporated into
state and municipal plumbing and heating, building and fire protection codes,
and similar approvals from oil and gas industry standards agencies and from
various agencies in the European market have been obtained. The Company has
consistently advocated the development and enforcement of performance and safety
standards, and is currently planning new investments and implementing additional
procedures as part of its commitment to meet these standards. The Company
maintains quality control and testing procedures at each of its manufacturing
facilities in order to produce products in compliance with code requirements.
Additionally, a majority of the Company's manufacturing subsidiaries have either
acquired or are working to acquire ISO 9000, 9001 or 9002 certification from the
International Organization for Standardization (ISO).
On September 4, 1996 the Company divested itself of its Municipal Water
Group, which includes Henry Pratt Company ("Pratt"), James Jones Company
("Jones"), and Edward Barber & Co. Ltd. ("Barber"), pursuant to a Stock Purchase
Agreement dated June 19, 1996. On September 5, 1996, a wholly owned subsidiary
of the Company acquired Consolidated Precision Corporation ("CPC") located in
Riviera Beach, Florida. CPC manufactures control valves, manual and actuated
shutoff valves, cryogenic filters, valve manifolds, and bayonet fittings for the
cryogenic, ultra high purity, and industrial gas markets. The sales of CPC for
the twelve month period ended May 31, 1996 were approximately $2,500,000. On
January 3, 1997, a wholly owned subsidiary of the Company acquired Ames Company,
Inc. ("Ames") located in Woodland, California. Ames manufactures UL/FM backflow
prevention valves for use in fire protection equipment and automatic control
valves to control the pressure and flow of water and other fluids. Ames had
sales of approximately $27,000,000 for the twelve month period ended December
31, 1996. In June of 1997, the Company sold its vitreous china and faucet
business to a joint venture in which it has a 49% minority interest. In fiscal
1997, sales of these products amounted to approximately $15,000,000. Since the
Company will use the equity method to account for its investment in the joint
venture, these sales will not be included in its consolidated net sales in the
future.
The Company relies primarily on commissioned representative organizations,
most of whom maintain a consigned inventory of the Company's products, to market
its product lines. These organizations, which accounted for approximately 70% of
the Company's net sales in the fiscal year ended June 30, 1997, sell primarily
to plumbing and heating wholesalers, DIY Market accounts, and steam, industrial,
oil and gas distributors for resale to end users in the United States and
abroad. The Company sells metal and plastic water supply/drainage products
including valves, tubular brass products, faucets, drains, sink strainers,
compression and flare fittings, plastic tubing and braided metal hose connectors
for the residential construction and home repair and remodeling industries
through do-it-yourself plumbing retailers, national catalog distribution
companies, hardware stores, building material outlets and retail home center
chains ("DIY Markets") and through the Company's existing plumbing and heating
wholesalers. The industrial product line is sold to domestic process industries
through distributors and to aerospace and aircraft industries through special
distributors and manufacturers' representatives, and the oil and gas product
line is sold to domestic oil and gas industries through stocking supply stores
and internationally through commissioned
<PAGE>
agents. The Company also sells products directly to certain large original
equipment manufacturers (OEM's) and private label accounts. The Company also
maintains direct and indirect sales channels for water valves, steam valves,
relief valves, shut-off valves, check valves, butterfly valves, ball valves and
flow meters to the power generation, maritime, heating, ventilation and
air-conditioning, irrigation, fire protection, and refrigeration industries and
utilities. The Company believes that sales to the residential construction and
to the oil and gas markets may be subject to cyclical variations to a greater
extent than its other targeted markets. However, because the Company sells into
different geographic areas, and to large and diverse customers, any potential
adverse effects from any cyclical variations tend to be mitigated. No assurance
can be given that the Company will be protected from a broad downturn in the
economy. There was no single customer which accounted for more than 10% of sales
in the fiscal year ended June 30, 1997.
The Company has a fully integrated and highly automated manufacturing
capability including foundry operations, machining operations, injection molding
and assembly. The Company's foundry operations include metal pouring systems and
automatic core making, mold making and pouring capabilities. The Company's
machining operations feature computer-controlled machine tools, high-speed
chucking machines and automatic screw machines for machining bronze, brass, iron
and steel components. See "Properties" below. The Company has invested heavily
in recent years to expand its manufacturing base and to ensure the availability
of the most efficient and productive equipment. Capital expenditures were
$29,742,000, $31,080,000, and $27,980,000 for fiscal 1997, 1996, and 1995,
respectively. Depreciation and amortization for such periods were $20,828,000,
$21,574,000, and $20,345,000, respectively.
Five significant raw materials used in the Company's production processes
are bronze ingot, brass rod, cast iron, carbon steel and stainless steel. While
the Company historically has not experienced significant difficulties in
obtaining these commodities in quantities sufficient for its operations, there
have been significant changes in their prices. The Company's gross profit
margins are adversely affected to the extent that the selling prices of its
products do not increase proportionately with increases in the costs of bronze
ingot, brass rod, cast iron, carbon steel and stainless steel. Any significant
unanticipated increase or decrease in the prices of these commodities could
materially affect the Company's results of operations. However, increased sales
volume, an active materials management program, and the diversity of materials
used in the Company's production processes have somewhat diminished the impact
from changes in the cost of these five raw materials. No assurances can be given
that this will protect the Company from future changes in the prices for such
raw materials.
The domestic and international markets for valves are intensely competitive
and include companies possessing greater financial, marketing and other
resources than the Company. Management considers product reputation, price,
effectiveness of distribution and breadth of product line to be the primary
competitive factors. The Company believes that new product development and
product engineering are also important to success in the valve industry and that
the Company's position in the industry is attributable in significant part to
its ability to develop new and innovative products quickly and to adapt and
enhance existing products. During fiscal 1997, the Company began development of
several new and innovative products to enhance market position and is currently
implementing newly identified manufacturing and design programs to reduce costs.
The Company employs over 100 engineers and technicians, which does not include
engineers working in the Chinese joint ventures, who engage primarily in these
activities. Although the Company owns certain patents and trademarks that it
considers to be of importance, it does not believe that its business and
competitiveness as a whole is dependent on any one or more patents or trademarks
or on patent or trademark protection generally.
The Company's financial information by geographic area is contained in Note
14 of Notes to Consolidated Financial Statements incorporated herein by
reference. From time to time, the Company's results of operations may be
adversely affected by fluctuations in foreign exchange rates. Backlog was
$104,559,000 at August 15, 1997 and $97,917,000 at August 16, 1996. The Company
does not believe that its backlog at any point in time is indicative of future
operating results. Available funds and funds provided from the Company's
operations are sufficient to meet anticipated capital requirements. See Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", below as it relates to the impact of foreign exchange rates and
capital requirements.
As of June 30, 1997, the Company's domestic and foreign operations employed
approximately 3,900 people, plus 750 employees in the Company's joint ventures
located in the People's Republic of China. There are approximately 139 employees
that are covered by collective bargaining agreements in the United States and
Canada. The Company believes that its employee relations are excellent.
<PAGE>
EXECUTIVE OFFICERS
- ------------------
Information with respect to the executive officers of the Company is set
forth below:
<TABLE>
<CAPTION>
Name Position Age
---- -------- ---
<S> <C> <C>
TIMOTHY P. HORNE Chairman of the Board, Chief Executive Officer and Director 59
DAVID A. BLOSS, SR. President, Chief Operating Officer and Director 47
FREDERIC B. HORNE Corporate Vice President and Director 47
KENNETH J. MCAVOY Chief Financial Officer, Treasurer, Secretary and Director 57
ROBERT T. MCLAURIN Corporate Vice President of Asian Operations 66
MICHAEL O. FIFER Vice President of Corporate Development 40
WILLIAM C. MCCARTNEY Vice President of Finance 43
SUZANNE M. ZABITCHUCK Corporate Counsel and Assistant Secretary 42
</TABLE>
Timothy P. Horne joined the Company in September 1959 and has been a
Director since 1962. Mr. Horne served as the Company's President from 1976 to
1978 and again from 1994 to April 1997. He has served as Chief Executive Officer
since 1978 and he became the Company's Chairman of the Board in April 1986.
David A. Bloss, Sr., was appointed President and Chief Operating Officer in
April, 1997. He joined the Company as Executive Vice President in July 1993 and
has been a Director since January 1994. Prior to joining the Company, Mr. Bloss
was for five years associated with the Norton Company, a manufacturer of
abrasives and cutting tools, serving most recently as President of the
Superabrasives Division.
Frederic B. Horne, brother of Timothy P. Horne, joined the Company in 1973
and has been Corporate Vice President of the Company since August 1987 and a
Director since 1980. Mr. Horne served as the Company's Vice President and
General Manager from 1978 to August 1987.
Kenneth J. McAvoy joined the Company in 1981 as Corporate Controller. He
served as the Company's Vice President of Finance from 1984 to 1994. He has been
the Chief Financial Officer and Treasurer since June 1986, and has been a
Director since January 1994. Mr. McAvoy served as Executive Vice President of
European Operations from January 1994 to June 1996. Mr. McAvoy has also served
as Secretary or Clerk since January 1985.
Robert T. McLaurin was appointed Corporate Vice President of Asian Operations
in August 1994. He served as the Senior Vice President of Manufacturing of Watts
Regulator Co. from 1983 to August 1994. He joined Watts Regulator Company as
Vice President of Manufacturing in 1978.
Michael O. Fifer joined the Company in May 1994 and was appointed the
Company's Vice President of Corporate Development. Prior to joining the Company,
Mr. Fifer was Associate Director of Corporate Development with Dynatech Corp., a
diversified high-tech manufacturer, from 1991 to April 1994.
William C. McCartney joined the Company in 1985 as Controller. He was
appointed the Company's Vice President of Finance in 1994, and he has been
Corporate Controller of the Company since April 1988.
Suzanne M. Zabitchuck has been Corporate Counsel of the Company since joining
the Company in December 1992. Ms. Zabitchuck was appointed Assistant Secretary
in August 1993. Ms. Zabitchuck was associated with The Stride Rite Corporation,
a shoe manufacturer, serving as its Associate General Counsel and Clerk
immediately prior to joining the Company.
PRODUCT LIABILITY AND ENVIRONMENTAL MATTERS
- -------------------------------------------
The Company, like other worldwide manufacturing companies, is subject to a
variety of potential liabilities connected with its business operations,
including potential liabilities and expenses associated with possible product
defects or failures and compliance with environmental laws. The Company
maintains product liability and other insurance coverage which it believes to be
generally in accordance with industry practices. Nonetheless, such insurance
coverage may not be adequate to protect the Company fully against substantial
damage claims which may arise from product defects and failures.
<PAGE>
Leslie Controls, Inc. and Spence Engineering Company, both subsidiaries of
the Company, are involved as third-party defendants in various civil product
liability actions pending in the U.S. District Court, Northern District of Ohio.
The underlying claims have been filed by present or former employees of various
shipping companies for personal injuries allegedly received as a result of
exposure to asbestos. The shipping companies contend that they installed in
their vessels certain valves manufactured by Leslie Controls and/or Spence
Engineering which contained asbestos. Leslie Controls is also a defendant in a
similar matter pending in the Superior Court of California, San Francisco
County. The Company has resort to certain insurance coverage with respect to
these matters. Coverage has been disputed by certain of the carriers and,
therefore, recovery is questionable, a factor which the Company has considered
in its evaluation of these matters. The Company has established reserves which
it currently believes are adequate in light of the probable and estimable
exposure of pending and threatened litigation of which it has knowledge. Based
on facts presently known to it, the Company does not believe that the outcome of
these proceedings will have a material adverse effect on its financial
condition, results of operations, or its liquidity.
Certain of the Company's operations generate solid and hazardous wastes,
which are disposed of elsewhere by arrangement with the owners or operators of
disposal sites or with transporters of such waste. The Company's foundry and
other operations are subject to various federal, state and local laws and
regulations relating to environmental quality. Compliance with these laws and
regulations requires the Company to incur expenses and monitor its operations on
an on-going basis. The Company cannot predict the effect of future requirements
on its capital expenditures, earnings or competitive position due to any changes
in either federal, state or local environmental laws, regulations or ordinances.
The Company is currently a party to or otherwise involved with various
administrative or legal proceedings under federal, state or local environmental
laws or regulations involving a number of sites, in some cases as a participant
in a group of potentially responsible parties. Four of these sites, the Sharkey
and Combe Landfills in New Jersey, the San Gabriel Valley/El Monte, California
water basin site, and the Cherokee Oil Resources Site in Charlotte, North
Carolina, are listed on the National Priorities List. With respect to the
Sharkey Landfill, the Company has been allocated .75% of the remediation costs,
an amount which is not material to the Company. No allocations have been made to
date with respect to the Combe Landfill or San Gabriel Valley sites. The EPA has
formally notified several entities that they have been identified as being
potentially responsible parties with respect to the San Gabriel Valley site. As
the Company was not included in this group, its potential involvement in this
matter is uncertain at this point given that either the PRP's named to date or
the EPA could seek to expand the list of potentially responsible parties. With
respect to the Cherokee Oil Resources Site, the Company has elected to
participate in a de minimis settlement. In addition to the foregoing, the
Solvent Recovery Service of New England site and the Old Southington landfill
site, both in Connecticut, are on the National Priorities List but, with respect
thereto, the Company has resort to indemnification from third parties and based
on currently available information, the Company believes it will be entitled to
participate in a de minimis capacity.
With respect to the Combe Landfill, the Company is one of approximately 30
potentially responsible parties. The Company and all other PRP's received a
Supplemental Directive from the New Jersey Department of Environmental
Protection & Energy in 1994 seeking to recover approximately $9 million in the
aggregate for the operation, maintenance, and monitoring of the implemented
remedial action taken up to that time in connection with the Combe Landfill
North site. Certain of the PRP's, including the Company, are currently
negotiating with the state only to assume maintenance of this site in an effort
to reduce future costs. The Company and the remaining PRP's have also received a
formal demand from the U.S. Environmental Protection Agency to recover
approximately $17 million expended to date in the remediation of this site. The
EPA has filed suit against certain of the PRP's, and the Company has recently
been named a third-party defendant in this litigation.
Based on facts presently known to it, the Company does not believe that the
outcome of these proceedings will have a material adverse effect on its
financial condition, results of operations, or its liquidity. The Company has
established balance sheet accruals which it currently believes are adequate in
light of the probable and estimable exposure of pending and threatened
environmental litigation and proceedings of which it has knowledge. Given the
nature and scope of the Company's manufacturing operations, there can be no
assurance that the Company will not become subject to other environmental
proceedings and liabilities in the future which may be material to the Company.
Item 2. PROPERTIES.
-----------
The Company's manufacturing operations include four casting foundries, two
of which are located in the United States, one in Europe and one at Tianjin
Tanggu Watts Valve Company Limited ("Tanggu Watts"), a joint venture located in
the People's Republic of China. Castings from these foundries and other
components are machined and assembled into finished valves at 22 manufacturing
facilities located in the United States, Canada, Europe and the People's
Republic of China. Many of these facilities contain sales offices or warehouses
from which the Company ships finished goods to customers and com-
<PAGE>
missioned representative organizations. The Company's corporate headquarters are
located in North Andover, Massachusetts. The vast majority of the Company's
operating facilities and the related real estate are owned by the Company. The
buildings and land located in Nerviano, Italy and Tianjin, People's Republic of
China and the land located in Suzhou, People's Republic of China, are leased by
Pibiviesse S.p.A. ("PBVS"), Tanggu Watts and Suzhou Watts Valve Co., Ltd.
("Suzhou Watts") respectively, under lease agreements, the terms of which are 6
years, 30 years, and 30 years, respectively. Additionally, during fiscal 1997
the Company relocated the operations of Jameco Industries, Inc. ("Jameco") to
the Company's Watts Regulator plant in Spindale, North Carolina and began to
consolidate the operations of PBVS into one location at Nerviano, Italy. Certain
of the Company's facilities are subject to mortgages and collateral assignments
under loan agreements with long-term lenders. In general, the Company believes
that its properties, including machinery, tools and equipment, are in good
condition, well maintained and adequate and suitable for their intended uses.
The Company believes that the manufacturing facilities are currently operating
at a level that management considers normal capacity. This utilization is
subject to change as a result of increases or decreases in sales.
Item 3. LEGAL PROCEEDINGS.
------------------
Item 3(a). The Company is from time to time involved in various legal and
administrative procedures. See Part I, Item 1, "Product Liability and
Environmental Matters".
Item 3(b). None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
----------------------------------------------------
There were no matters submitted during the fourth quarter of the fiscal year
covered by this Report to a vote of security holders through solicitation of
proxies or otherwise.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
------------------------------------------------------------------
MATTERS.
--------
MARKET INFORMATION
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The following tabulation sets forth the high and low sales prices of the
Company's Class A Common Stock on the New York Stock Exchange during fiscal 1997
and fiscal 1996 and cash dividends per share:
High Low Dividend High Low Dividend
---- --- -------- ---- --- --------
1997 1996
---- ----
First Quarter $19 7/8 $15 1/2 $.07 $25 5/8 $22 3/8 $.0625
Second Quarter 24 1/4 19 .07 25 1/8 20 .0625
Third Quarter 26 3/8 23 .0775 23 5/8 16 5/8 .07
Fourth Quarter 26 1/2 21 1/4 .0775 20 5/8 17 7/8 .07
There is no established public trading market for the Class B Common Stock
of the Company, which is held exclusively by members of the Horne family and
management. The principal holders of such stock are subject to restrictions on
transfer with respect to their shares. Each share of Class B Common Stock (10
votes per share) of the Company is convertible into one share of Class A Common
Stock (1 vote per share). Aggregate common stock dividend payments for fiscal
1997, 1996, and 1995, were $7,992,000, $7,793,000 and $6,951,000, respectively.
While the Company presently intends to continue to pay cash dividends, payment
of future dividends necessarily depends upon the Board of Directors' assessment
of the Company's earnings, financial condition, capital requirements and other
factors. See Note 8 of Notes to Consolidated Financial Statements incorporated
herein by reference regarding restrictions on payment of dividends.
The number of record holders of the Company's Class A Common Stock as of
August 12, 1997 was 232. The Company believes that the number of beneficial
shareholders of the Company's Class A Common Stock was in excess of
approximately 4,500 as of August 12, 1997. The number of record holders of the
Company's Class B Common Stock as of August 12, 1997 was 11.
<PAGE>
Item 6. SELECTED FINANCIAL DATA.
------------------------
The selected financial data set forth below should be read in conjunction
with the Company's consolidated financial statements, related Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein.
<TABLE>
<CAPTION>
FIVE YEAR FINANCIAL SUMMARY
(Amounts in thousands, except per share information)
1997 1996(1) 1995 1994 1993(2)
---- ------- ---- ---- -------
<S> <C> <C> <C> <C> <C>
Selected Data
Net sales from continuing operations $ 720,340 $ 640,876 $ 576,851 $ 444,484 $ 398,688
Income (loss) from continuing operations 48,460 (53,765) 42,463 39,400 24,923
Net income (loss) 51,747 (50,285) 45,738 41,010 27,274
Total assets 622,083 656,294 676,394 546,722 526,119
Total debt 128,359 163,150 144,240 98,244 103,434
Income (loss) per share from continuing operations 1.77 (1.82) 1.43 1.33 0.83
Net income (loss) per share 1.89 (1.70) 1.54 1.38 0.91
Dividends per common share 0.295 0.265 0.235 0.20 0.16
<FN>
(1) Fiscal 1996 includes an after-tax charge of $92,986,000 related to:
restructuring costs of $25,415,000; an impairment of long-lived assets of
$63,065,000; other charges of $13,753,000 principally for product liability
costs, additional bad debt reserves and environmental remediation costs; and
additional inventory valuation reserves of $9,508,000 (see Item 7 - "Management
Initiatives").
(2) Fiscal 1993 includes an after-tax charge of $7,471,000 related to cumulative
change in accounting method and other unusual charges.
</FN>
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS.
--------------------------
MANAGEMENT INITIATIVES
- ----------------------
In fiscal 1996, the Company re-evaluated its strategy and decided to
restructure its business in an effort to improve the efficiency of the Company's
worldwide operations as described below:
DIVESTITURE
- -----------
As part of this strategy, the Company decided to divest itself of the
Municipal Water Group of Companies, which consisted of Henry Pratt Company,
James Jones Company, and Edward Barber & Company Ltd. This divestiture was
completed on September 4, 1996 resulting in an after-tax gain of $3,208,000. The
proceeds were used primarily to reduce long-term debt, fund the Company's share
repurchase program and fund acquisitions. This divestiture will enable the
Company to focus its acquisition and growth strategies on its core markets,
namely plumbing and heating and water quality, and industrial, and oil and gas.
The results of operations of the Municipal Water Group have been reported as
income from discontinued operations.
IMPAIRMENT OF LONG-LIVED ASSETS
- -------------------------------
During fiscal 1996 the Company recorded a $63,065,000 impairment of
long-lived asset loss. The impairment charge mainly pertains to the Company's
Italian subsidiaries and was the result of the potential non-deductibility of
goodwill amortization coupled with decreasing margins and operating profits. In
connection with the re-evaluation of its business strategy in Italy, management
concluded an impairment had occurred and recorded a loss by reducing the value
of affected long-lived assets, primarily goodwill, to fair value, as determined
using a discounted cash flow approach.
RESTRUCTURING ACTIVITIES
- ------------------------
The Company also decided to undertake certain restructuring initiatives
aimed at improving the efficiency of certain of its continuing operations. The
two most significant initiatives are the consolidation and downsizing of
Pibiviesse S.p.A. ("PBVS") and the relocation of Jameco Industries, Inc.
("Jameco").
<PAGE>
The Company initiated a plan to consolidate and downsize the operations of
its PBVS subsidiary in Italy. The downsizing has occurred, and the consolidation
will be completed during fiscal 1998. PBVS has experienced an improvement in
sales volume and gross margin in fiscal 1997, even though the restructuring
efforts are still on-going. The Company also decided to relocate the
manufacturing operations of Jameco from Wyandanch, New York to a Watts Regulator
plant in Spindale, North Carolina. The expansion of the Spindale facility, which
will house the Jameco activity, is complete, and the manufacturing machinery and
equipment has been relocated. We expect this transfer to be fully completed in
early fiscal 1998.
The $25,415,000 of restructuring expense recorded in fiscal 1996 includes
$9,300,000 of severance; $8,400,000 of asset write-downs for assets to be
abandoned or sold; and $7,715,000 of exit costs. The $7,715,000 of exit costs
are comprised primarily of lease and other contract termination costs and plant
closure costs.
It is expected that the restructuring plan will be substantially complete by
the end of fiscal year 1998, although unanticipated events could affect the cost
and timing of the restructuring plan.
OTHER MATTERS
- -------------
In fiscal 1996, the Company recorded a $13,753,000 selling, general and
administrative expense charge, principally for product liability costs,
environmental remediation requirements and additional bad debt reserves. Also, a
$9,508,000 inventory write-down was recorded during fiscal 1996 to reduce
inventories to their estimated market value.
CONCLUSION
- ----------
The effect of the aforementioned fiscal year 1996 charges is summarized
below:
(In thousands)
--------------
Inventory write-down charged to cost of goods sold $ 9,508
Selling, general and administrative expense charge 13,753
Impairment of long-lived assets 63,065
Restructuring expense 25,415
---------
111,741
Income tax benefit (18,755)
---------
After-tax charge $ 92,986
========
RESULTS OF OPERATIONS
- ---------------------
FISCAL YEAR ENDED JUNE 30, 1997 COMPARED TO
- -------------------------------------------
FISCAL YEAR ENDED JUNE 30, 1996
- -------------------------------
Net sales from continuing operations increased $79,464,000 (12.4%) to
$720,340,000. An analysis of this increase in net sales is as follows:
1997 - 1996
(In thousands)
Domestic
-Internal Growth $43,256 6.8%
International
-Internal Growth $25,297 3.9%
-Exchange Rate Effect $(8,037) (1.3%)
-------- ------
Total International $17,260 2.6%
Acquisitions $18,948 3.0%
-------- ------
Total Increase $79,464 12.4%
======== ======
The increase in net sales from internal growth is primarily attributable to
increased unit shipments of oil and gas valves and plumbing and heating valves.
The increased unit shipments of oil and gas valves is supported by a strong
worldwide oil and gas market. The increased unit shipments of plumbing and
heating valves is primarily associated with increased demand from plumbing and
heating wholesalers and increased penetration into the home repair retail market
(DIY). The increased sales due to acquisitions is primarily attributable to the
acquisition of Ames Company, Inc. ("Ames") of Woodland, CA in January
<PAGE>
1997. The Company intends to maintain its strategy of seeking acquisition
opportunities as well as expanding its existing market position to achieve sales
growth.
Gross profit from continuing operations increased $33,194,000 (15.6%).
Excluding the $9,508,000 of inventory write-downs recorded in cost of sales last
fiscal year, gross profit would have increased $23,686,000 (10.7%) to
$245,392,000 and decreased as a percentage of net sales from 34.6% to 34.1%. The
gross profit percentage was primarily, among other things, adversely affected by
decreased absorption of fixed expenses that occurred because the Company reduced
production levels to achieve inventory reductions. The decreased absorption was
partially offset by improved gross margins for oil and gas valves due to
increased sales volumes and factory efficiencies.
Selling, general and administrative expenses in the year ended June 30, 1996
include a $13,753,000 charge for product liability costs, environmental
remediation and additional bad debt reserves. Selling, general and
administrative expenses excluding this charge increased $9,786,000 (6.6%) to
$158,984,000 and decreased as a percentage of net sales from 23.3% to 22.1%. The
increase in spending is primarily attributable to increased commissions and
variable selling expenses associated with the increased sales and the inclusion
of the expenses of acquired companies.
The Company's effective tax rate was favorably effected in fiscal 1997 by
tax planning strategies and utilization of foreign net operating loss carry
forwards. During fiscal 1996, the Company's effective tax rate was unfavorably
effected by the substantially non-deductible nature of the long-lived asset
impairment loss.
Earnings from continuing operations increased by $102,225,000 when compared
to fiscal 1996, and by $9,239,000 (23.6%) when the $92,986,000 after-tax effect
of the items described above under "Management Initiatives" are excluded from
the comparison. The Company's return on average stockholders' investment,
excluding the gain on the sale of the Municipal Water Group, was 14.9% for
fiscal 1997 compared to 9.6% in fiscal 1996 (as adjusted to exclude the 1996
items described above).
The Company experienced an unfavorable impact due to the change in foreign
exchange rates since June 30, 1996. This change did not have a material adverse
impact on the results of operations or the financial condition of the Company.
RESULTS OF OPERATIONS
- ---------------------
FISCAL YEAR ENDED JUNE 30, 1996 COMPARED TO
- -------------------------------------------
FISCAL YEAR ENDED JUNE 30, 1995
- -------------------------------
Net sales from continuing operations increased $64,025,000 (11.1%) to
$640,876,000. An analysis of this increase in net sales is as follows:
1996 - 1995
(In thousands)
Domestic
-Internal Growth $11,759 2.0%
International
-Internal Growth $ 4,697 0.8%
-Exchange Rate Effect $ 3,145 0.6%
-------- ------
Total International $ 7,842 1.4%
Acquisitions $44,424 7.7%
-------- ------
Total Increase $64,025 11.1%
======= ======
This increase in internal growth was primarily attributable to increased
unit shipments of plumbing and heating and water quality valves in the United
States and Europe. The increase in sales from acquisitions was primarily
attributable to the acquisition of Anderson-Barrows Metals Corporation of
Palmdale, CA, PBVS of Nerviano, Italy, and Etablissements Trubert S.A. of
Chartres, France.
Gross profit from continuing operations increased $1,486,000 (0.7%) to
$212,198,000 but decreased as a percentage of sales from 36.5% to 33.1%. This
decreased percentage was primarily attributable to the inclusion of $9,508,000
in costs related primarily to inventory write-downs to market value. Gross
profit from continuing operations exclusive of these charges would have been
$221,706,000 or 34.6% of net sales. This decreased percentage was primarily
attributable to lower gross margins experienced within the Industrial and Oil
and Gas group as a result of competitive pricing and unfavorable manufactur-
<PAGE>
ing variances. In addition, unfavorable manufacturing variances associated with
reduced production levels caused by lower sales volume experienced within the
steam group adversely impacted the Company's gross margin. The inclusion of
certain acquired companies which operate at a lower gross margin than the rest
of the Company also adversely impacted the gross margin. Gross profit was also
adversely affected by increased raw material costs of bronze ingot, carbon and
stainless steel, which, due to competitive pricing pressures, could not be
completely recovered through price increases.
Selling, general and administrative expenses from continuing operations
increased $29,350,000 (22%) to $162,951,000. This increase is primarily
attributable to the inclusion of a $13,753,000 additional charge for product
liability costs, environmental remediation and bad debt reserves discussed above
and the expenses of acquired companies.
Interest income from continuing operations decreased $1,228,000 (63.6%) to
$702,000 due to decreased levels of cash and short-term investments.
Interest expense from continuing operations increased $592,000 (6.3%) to
$9,960,000. This increase was primarily attributable to the increased levels of
debt incurred in association with the acquisitions.
The effective tax rate from continuing operations, exclusive of the
restructuring, impairment of long-lived assets and other matters, decreased to
37.1% in fiscal 1996 from 37.7% in fiscal 1995.
Net income (loss) from continuing operations decreased $96,228,000 (226.6%)
to $(53,765,000). Net income from continuing operations exclusive of the
impairment loss, restructuring charge and other matters referred to under
"Management Initiatives" above, would have decreased $3,242,000 (7.6%) to
$39,221,000.
The change in foreign exchange rates did not have a material impact on the
net results of operations or the financial condition of the Company.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During fiscal 1997, the Company generated $58,870,000 in cash flow from
operations, which was principally used to reduce borrowings under its line of
credit and to fund capital expenditures.
In fiscal 1997, the Company received $88,164,000 of proceeds as a result of
its sale of the Municipal Water Group. These proceeds were used to fund the
acquisitions that are described below, reduce the borrowings under its line of
credit and to fund additional share purchases under its existing stock
repurchase program.
Capital expenditures for fiscal 1997 were $29,742,000, primarily for
manufacturing machinery and equipment, as part of its commitment to continuously
improve its manufacturing capabilities. The Company's capital expenditure budget
for fiscal 1998 is $29,500,000.
The Company purchased 1,321,300 shares of Class A Common Stock for an
aggregate purchase price of $25,564,000.
During the twelve months ended June 30, 1997, the Company invested
$37,705,000 in two acquisitions. In September 1996, a wholly-owned subsidiary of
the Company purchased certain assets and assumed certain liabilities of CPC. CPC
is a manufacturer of high quality control valves, manual and actuated shut-off
valves, cryogenic filters, valve manifolds and bayonet fittings for the
cryogenic and ultra-high purity and industrial gas market. CPC had sales of
approximately $2,500,000 for the twelve months ended May 31, 1996. In January
1997, a wholly-owned subsidiary of the Company purchased Ames. Ames designs,
manufactures, and markets UL/FM certified backflow prevention valves for use in
the fire protection market. Ames had sales of approximately $27,000,000 for the
twelve months ended December 31, 1996.
The Company has available an unsecured $125,000,000 line of credit which
expires on August 31, 1999. The Company's intent is to utilize this credit
facility to support the Company's acquisition program, working capital
requirements of acquired companies, and for general corporate purposes. As of
June 30, 1997, there was $29,000,000 borrowed under this line of credit.
Working capital at June 30, 1997 was $224,702,000 compared to $286,205,000
at June 30, 1996. The ratio of current assets to current liabilities was 2.9 to
1 at June 30, 1997 compared to 3.2 to 1 at June 30, 1996. This decrease is
principally attributable to repayment of long-term debt and the Company's stock
repurchase program. Cash and short-term investments were $14,422,000 at June 30,
1997 compared to $0 at June 30, 1996. Debt as a percentage of total capital
employed was 27.8% at June 30, 1997 compared to 33.8% at June 30, 1996. At June
30, 1997 the Company was in compliance with all covenants related to its
existing debt.
The Company from time to time is involved with environmental proceedings and
incurs costs on an on-going basis related to environmental matters. The Company
currently anticipates that it will not incur significant expenditures in fiscal
1998
<PAGE>
in connection with any of these environmentally contaminated sites. Please see
Part I, Item 1, "Product Liability and Environmental Matters".
The Company anticipates that available funds and funds provided from current
operations will be sufficient to meet current operating requirements and
anticipated capital expenditures for at least the next 24 months.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
--------------------------------------------
The index to financial statements is included in page 12 of this Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE.
---------------------
The information called for by this Item 9 was previously reported in a
Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 11, 1997. Also see Item 14(b).
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
---------------------------------------------------
DIRECTORS
- ---------
The information appearing under the caption "Information as to Directors and
Nominees for Director" in the Registrant's Proxy Statement relating to the
Annual Meeting of Stockholders to be held on October 21, 1997 is incorporated
herein by reference.
EXECUTIVE OFFICERS
- ------------------
Information with respect to the executive officers of the Company is set
forth in Item 1 of this Report under the caption "Executive Officers".
Item 11. EXECUTIVE COMPENSATION.
-----------------------
The information appearing under the caption "Compensation Arrangements" in
the Registrant's Proxy Statement relating to the Annual Meeting of Stockholders
to be held on October 21, 1997 is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
---------------------------------------------------------------
The information appearing under the caption "Principal and Management
Stockholders" in the Registrant's Proxy Statement relating to the Annual Meeting
of Stockholders to be held on October 21, 1997 is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------
The information appearing under the caption "Compensation
Arrangements-Certain Transactions" in the Registrant's Proxy Statement relating
to the Annual Meeting of Stockholders to be held on October 21, 1997 is
incorporated herein by reference.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
----------------------------------------------------------------
(a)(1) FINANCIAL STATEMENTS
- ---------------------------
The following financial statements are included in a separate section of
this Report commencing on the page numbers specified below:
Report of Independent Auditors 16
Consolidated Statements of Operations for each of the Three Years
in the Period Ended June 30, 1997 17
Consolidated Balance Sheets as of June 30, 1997 and 1996 18
Consolidated Statements of Stockholders' Equity for each of the Three Years
in the Period Ended June 30, 1997 19
Consolidated Statements of Cash Flows for each of the Three Years
in the Period Ended June 30, 1997 20
Notes to Consolidated Financial Statements 21
(a)(2) SCHEDULES
- ----------------
Schedule II - Valuation and Qualifying Accounts for each of the Three Years
in the Period Ended June 30, 1997 33
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(a)(3) EXHIBITS
- ---------------
Exhibits 10.1-10.6, 10.8, 10.22, and 10.29 constitute all of the management
contracts and compensation plans and arrangements of the Company required to be
filed as exhibits to this Annual Report. Upon written request of any stockholder
to the Chief Financial Officer at the Company's principal executive office, the
Company will provide any of the Exhibits listed below.
Exhibit No. Description and Location
3.1 Restated Certificate of Incorporation, as amended. (12)
3.2 Amended and Restated By-Laws. (1)
9.1 Horne Family Voting Trust Agreement-1991 dated as of October 31,
1991 (2), Amendments dated November 19, 1996*, February 24, 1997*,
June 5, 1997*, and August 26, 1997.*
9.2 The George B. Horne Voting Trust Agreement-1997 dated as of August
26, 1997. *
10.1 Employment Agreement effective as of September 1, 1996 between the
Registrant and Timothy P. Horne. (14)
10.2 Supplemental Compensation Agreement effective as of September 1,
1996 between the Registrant and Timothy P. Horne. (14)
10.3 Deferred Compensation Agreement between the Registrant and Timothy
P. Horne, as amended. (4)
10.4 1996 Stock Option Plan, dated October 15, 1996. (15)
10.5 1989 Nonqualified Stock Option Plan. (3)
10.6 Watts Industries, Inc. Retirement Plan for Salaried Employees dated
December 30, 1994, as amended and restated effective as of January
1, 1994, (12), Amendment No. 1 (14), Amendment No. 2 (14), Amendment
No. 3 (14), Amendment No. 4 dated September 4, 1996.*
10.7 Registration Rights Agreement dated July 25, 1986. (5)
10.8 Executive Incentive Bonus Plan, as amended. (12)
10.9 Indenture dated as of December 1, 1991 between the Registrant and
The First National Bank of Boston, as Trustee, including form of
8-3/8% Note Due 2003. (8)
<PAGE>
10.10 Loan Agreement and Mortgage among The Industrial Development
Authority of the State of New Hampshire, Watts Regulator Co. and
Arlington Trust Company dated August 1, 1985. (4)
10.11 Amendment Agreement relating to Watts Regulator Co. (Canaan and
Franklin, New Hampshire, facilities) financing dated December 31,
1985. (4)
10.12 Sale Agreement between Village of Walden Industrial Development
Agency and Spence Engineering Company, Inc. dated June 1, 1994. (11)
10.13 Letter of Credit, Reimbursement and Guaranty Agreement dated June 1,
1994 by and among the Registrant, Spence Engineering Company, Inc.
and First Union National Bank of North Carolina. (11), Amendment No.
1 (14), Amendment No. 2 dated October 1, 1996.*
10.14 Trust Indenture from Village of Walden Industrial Development Agency
to The First National Bank of Boston, as Trustee, dated June 1,
1994. (11)
10.15 Loan Agreement between Hillsborough County Industrial Development
Authority and Leslie Controls, Inc. dated July 1, 1994. (11)
10.16 Letter of Credit, Reimbursement and Guaranty Agreement dated July 1,
1994 by and among the Registrant, Leslie Controls, Inc. and First
Union National Bank of North Carolina (11), Amendment No. 1 (14),
Amendment No. 2 dated October 1, 1996.*
10.17 Trust Indenture from Hillsborough County Industrial Development
Authority to The First National Bank of Boston, as Trustee, dated
July 1, 1994. (11)
10.18 Loan Agreement between The Rutherford County Industrial Facilities
and Pollution Control Financing Authority and Watts Regulator
Company dated September 1, 1994. (12)
10.19 Letter of Credit, Reimbursement and Guaranty Agreement dated
September 1, 1994 by and among the Registrant, Watts Regulator
Company and The First Union National Bank of North Carolina (12),
Amendment No. 1 (14), Amendment No. 2 dated October 1, 1996.*
10.20 Trust Indenture from The Rutherford County Industrial Facilities and
Pollution Control Financing Authority to The First National Bank of
Boston,as Trustee, dated September 1, 1994. (12)
10.21 Amended and Restated Stock Restriction Agreement dated October 30,
1991 (2), Amendment dated August 26, 1997.*
10.22 Watts Industries, Inc. 1991 Non-Employee Directors' Nonqualified
Stock Option Plan (7), Amendment No. 1. (14)
10.23 Letters of Credit relating to retrospective paid loss insurance
programs. (10)
10.24 Form of Stock Restriction Agreement for management stockholders. (5)
10.25 Revolving Credit Agreement dated December 23, 1987 between
Nederlandse Creditbank NV and Watts Regulator (Nederland) B.V. and
related Guaranty of Watts Industries, Inc. and Watts Regulator Co.
dated December 14, 1987. (6)
10.26 Loan Agreement dated September 1987 with, and related Mortgage to,
N.V. Sallandsche Bank. (6)
10.27 Agreement of the sale of shares of Intermes, S.p.A., RIAF Holding
A.G. and the participations in Multiscope Due S.R.L. dated November
6, 1992. (9)
10.28 Revolving Credit Agreement dated August 30, 1994 between and among
Watts Investment Company, certain financial institutions, the First
National Bank of Boston, as Agent, and the Registrant, as Guarantor
(11), Amendment No. 1 (14), Amendment No. 2. (14)
10.29 Watts Industries, Inc. Management Stock Purchase Plan dated October
17, 1995 (13), Amendment No. 1 dated August 5, 1997.*
10.30 Stock Purchase Agreement dated as of June 19, 1996 by and among
Mueller Co., Tyco Valves Limited, Watts Investment Company, Tyco
International Ltd. and Watts Industries, Inc. (16)
11. Statement Regarding Computation of Earnings per Common Share. *
21. Subsidiaries. *
23.1 Consent of KPMG Peat Marwick LLP. *
23.2 Consent of Ernst & Young LLP, Independent Auditors, predecessor
auditors.*
23.3 Consent of Deloitte & Touche, Independent Auditors, predecessor
auditors.*
27. Financial Data Schedule. *
<PAGE>
INCORPORATED BY REFERENCE TO:
- -----------------------------
(1) Relevant exhibit to Registrant's Form 8-K dated May 15, 1992.
(2) Relevant exhibit to Registrant's Form 8-K dated November 14, 1991.
(3) Relevant exhibit to Registrant's Form 10-K for the year ended June 30,
1989.
(4) Relevant exhibit to Registrant's Form S-1 (No.33-6515) dated June 17, 1986.
(5) Relevant exhibit to Registrant's Form S-1 (No. 33-6515) as part of the
Second Amendment to such Form S-1 dated August 21, 1986.
(6) Relevant exhibit to Registrant's Form S-1 (No. 33-27101) dated February 16,
1989.
(7) Relevant exhibit to Registrant's Amendment No. 1 to Form 10-K for year
ended June 30, 1992.
(8) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1992.
(9) Relevant exhibit to Registrant's Amendment No. 2 dated February 22, 1993 to
Form 8-K dated November 6, 1992.
(10) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1993.
(11) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1994.
(12) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1995.
(13) Relevant exhibit to Registrant's Form S-8 (No. 33-64627) dated November 29,
1995.
(14) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1996.
(15) Relevant exhibit to Registrant's Form S-8 (No. 333-32685) dated
August 1, 1997.
(16) Relevant exhibit to Registrant's Form 8-K dated September 4, 1996.
* Filed as an exhibit to this Report with the Securities and Exchange
Commission
(b) REPORTS ON FORM 8-K.
- ------------------------
A report on Form 8-K was filed with the Securities and Exchange Commission
on April 11, 1997. The following items were reported in the Form 8-K:
(1) Item 4. Changes in Registrant's Certifying Accountant.
(2) Item 7 (c). Financial Statements, Pro Forma Financial Information and
Exhibits. Letters from Ernst & Young LLP and Deloitte & Touche were filed as
Exhibits (letter re change in certifying accountant).
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WATTS INDUSTRIES, INC.
By: /s/ TIMOTHY P. HORNE
---------------------
TIMOTHY P. HORNE
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
DATED: SEPTEMBER 8, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ TIMOTHY P. HORNE Chairman of the Board and Chief Executive Officer September 8, 1997
- --------------------------
Timothy P. Horne (Principal Executive Officer) and Director
/S/ KENNETH J. MCAVOY Chief Financial Officer and Treasurer (Principal Financial September 8, 1997
- --------------------------
Kenneth J. McAvoy and Accounting Officer), Secretary, and Director
/S/ DAVID A. BLOSS, SR. President and Chief Operating Officer, and Director September 8, 1997
- --------------------------
David A. Bloss, Sr.
/S/ FREDERIC B. HORNE Corporate Vice President and Director September 8, 1997
- --------------------------
Frederic B. Horne
/S/ NOAH T. HERNDON Director September 8, 1997
- --------------------------
Noah T. Herndon
/S/ WENDY E. LANE Director September 8, 1997
- --------------------------
Wendy E. Lane
/S/ GORDON W. MORAN Director September 8, 1997
- --------------------------
Gordon W. Moran
/S/ DANIEL J. MURPHY, III Director September 8, 1997
- --------------------------
Daniel J. Murphy, III
</TABLE>
<PAGE>
Independent Auditors' Report
The Board of Directors
Watts Industries, Inc.:
We have audited the accompanying consolidated balance sheet of Watts Industries,
Inc. and subsidiaries as of June 30, 1997, and the related consolidated
statements of operations, stockholders' equity and cash flows for the year then
ended. In connection with our audit of the consolidated financial statements, we
also have audited the accompanying financial statement schedule of valuation and
qualifying accounts as of and for the year ended June 30, 1997. These
consolidated financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedule based on our audit. The
accompanying consolidated financial statements and schedule of valuation and
qualifying accounts of Watts Industries, Inc. and subsidiaries as of June 30,
1996 and for each of the years in the two year period then ended were audited by
other auditors whose report thereon dated August 6, 1996 included an explanatory
paragraph as discussed in note 4 to the consolidated financial statements that
described the Company's adoption of Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1997 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Watts
Industries, Inc. and subsidiaries as of June 30, 1997, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ KPMG Peat Marwick L.L.P.
August 1, 1997
Boston, Massachusetts
<PAGE>
<TABLE>
<CAPTION>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Fiscal Year Ended June 30
1997 1996 1995
------------------------------------
<S> <C> <C> <C>
Net sales $ 720,340 $ 640,876 $ 576,851
Cost of goods sold 474,948 428,678 366,139
--------- --------- ---------
GROSS PROFIT 245,392 212,198 210,712
Selling, general and administrative expenses 158,984 162,951 133,601
Impairment of long-lived assets 0 63,065 0
Restructuring charge 0 25,415 0
--------- --------- ---------
OPERATING INCOME (LOSS) 86,408 (39,233) 77,111
--------- --------- ---------
Other (income) expense:
Interest income (763) (702) (1,930)
Interest expense 10,493 9,960 9,368
Other 1,091 919 1,483
--------- --------- ---------
10,821 10,177 8,921
--------- --------- ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 75,587 (49,410) 68,190
Provision for income taxes 27,127 4,355 25,727
--------- --------- ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS 48,460 (53,765) 42,463
Income from discontinued operations, net of taxes 79 3,480 3,275
Gain on disposal of discontinued operations, net of taxes 3,208 0 0
--------- --------- ---------
NET INCOME (LOSS) $ 51,747 $ (50,285) $ 45,738
========= ========= =========
Income (loss) per common share:
Continuing operations $ 1.77 $ (1.82) $ 1.43
Discontinued operations .00 .12 .11
Gain on disposal of discontinued operations .12 .00 .00
--------- --------- ---------
NET INCOME (LOSS) $ 1.89 $ (1.70) $ 1.54
========= ========= =========
Dividends per common share $ .295 $ .265 $ .235
========= ========= =========
Weighted average number of common shares 27,433 29,527 29,755
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
June 30
1997 1996
----------------
ASSETS
CURRENTASSETS:
Cash and cash equivalents $ 13,904 $ 0
Short-term investments 518 0
Trade accounts receivable, less allowance for
doubtful accounts of $7,945 in 1997 and $8,822 in 1996 121,349 116,370
Inventories:
Raw materials 64,261 64,182
Work in process 26,030 30,994
Finished goods 80,926 86,922
--------- --------
171,217 182,098
Prepaid expenses and other assets 13,087 9,283
Deferred income taxes 22,480 29,998
Net assets held for sale 3,037 78,401
--------- --------
Total Current Assets 345,592 416,150
OTHER ASSETS:
Goodwill, net of accumulated amortization of $13,484
in 1997 and $10,450 in 1996 110,928 79,489
Other 12,869 12,705
PROPERTY, PLANT AND EQUIPMENT
Land 10,147 11,503
Buildings and improvements 66,191 63,821
Machinery and equipment 192,581 170,304
Construction in progress 12,312 14,700
--------- --------
281,231 260,328
Accumulated depreciation (128,537) (112,378)
--------- --------
152,694 147,950
--------- --------
TOTAL ASSETS $622,083 $656,294
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 48,896 $ 46,022
Accrued expenses and other liabilities 53,738 73,260
Accrued compensation and benefits 15,834 7,756
Current portion of long-term debt 2,422 2,907
--------- --------
Total Current Liabilities 120,890 129,945
LONG-TERM DEBT, NET OF CURRENT PORTION 125,937 160,243
DEFERRED INCOME TAXES 16,675 19,178
OTHER NONCURRENT LIABILITIES 13,796 16,291
MINORITY INTEREST 11,146 11,054
STOCKHOLDERS' EQUITY:
Preferred Stock, $.10 par value; 5,000,000 shares
authorized; no shares issued or outstanding 0 0
Class A Common Stock, $.10 par value; 80,000,000 shares
authorized; 1 vote per share; 15,797,460 shares in 1997
and 16,856,838 shares in 1996 issued and outstanding 1,580 1,686
Class B Common Stock, $.10 par value; 25,000,000 shares
authorized; 10 votes per share; 11,215,627 shares in
1997 and 11,365,627 shares in 1996 issued
and outstanding 1,121 1,136
Additional paid-in capital 44,643 67,930
Retained earnings 293,170 249,415
Currency translation adjustment (6,875) (584)
--------- --------
Total Stockholders' Equity 333,639 319,583
--------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $622,083 $656,294
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Class A Class B Additional Currency Total
Common Stock Common Stock Paid-In Retained Translation Stock-
------------------------------------------- holders*
Shares Amount Shares Amount Capital Earnings Adjustment Equity
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1994 18,009,822 $ 1,801 11,472,470 $1,147 $92,996 $268,706 $(3,048) $361,602
Net income 45,738 45,738
Shares of Class B Common Stock converted to
Class A Common Stock 68,000 7 (68,000) (7)
Shares of Class A Common Stock issued upon
the exercise of stock options 140,394 14 2,500 2,514
Common Stock cash dividends (6,951) (6,951)
Change in currency translation adjustment 2,734 2,734
-----------------------------------------------------------------------------------
Balance at June 30, 1995 18,218,216 1,822 11,404,470 1,140 95,496 307,493 (314) 405,637
Net loss (50,285) (50,285)
Shares of Class B Common Stock converted to
Class A Common Stock 38,843 4 (38,843) (4)
Shares of Class A Common Stock issued upon
the exercise of stock options 74,522 7 1,245 1,252
Shares of Class A Common Stock exchanged upon
the exercise of stock options and retired (15,843) (1) (390) (391)
Purchase and retirement of treasury stock (1,458,900) (146) (28,421) (28,567)
Common Stock cash dividends (7,793) (7,793)
Change in currency translation adjustment (270) (270)
-----------------------------------------------------------------------------------
Balance at June 30, 1996 16,856,838 1,686 11,365,627 1,136 67,930 249,415 (584) 319,583
NET INCOME 51,747 51,747
SHARES OF CLASS B COMMON STOCK CONVERTED
TO CLASS A COMMON STOCK 150,000 15 (150,000) (15)
SHARES OF CLASS A COMMON STOCK ISSUED
UPON THE EXERCISE OF STOCK OPTIONS 111,922 11 2,145 2,156
PURCHASE AND RETIREMENT OF TREASURY STOCK (1,321,300) (132) (25,432) (25,564)
COMMON STOCK CASH DIVIDENDS (7,992) (7,992)
CHANGE IN CURRENCY TRANSLATION ADJUSTMENT (6,291) (6,291)
-----------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1997 15,797,460 $ 1,580 11,215,627 $1,121 $44,643 $293,170 $(6,875) $333,639
===================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
Fiscal Year Ended June 30
1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Income (loss) from continuing operations $ 48,460 $ (53,765) $ 42,463
Adjustments to reconcile net income (loss) from continuing operations
to net cash provided by continuing operating activities:
Restructuring charge, net of payments (8,918) 21,635 0
Impairment of long-lived assets 0 63,065 0
Depreciation and amortization 20,828 21,574 20,345
Deferred income taxes 3,725 (14,556) 3,313
Loss (gain) on disposal of equipment 241 (1,405) (453)
Changes in operating assets and liabilities, net of effects from
business acquisitions:
Accounts receivable (5,773) (12,979) (16,353)
Inventories 7,734 (17,524) (11,453)
Prepaid expenses and other assets (2,049) 4,688 (4,696)
Accounts payable, accrued expenses and other liabilities (6,031) 35,028 4,161
----------- ----------- -----------
58,217 45,761 37,327
Net cash provided by discontinued operations 653 9,638 3,447
----------- ----------- -----------
Net cash provided by operating activities 58,870 55,399 40,774
----------- ----------- -----------
INVESTING ACTIVITIES
Additions to property, plant and equipment (29,742) (31,080) (27,980)
Proceeds from sale of property, plant and equipment 1,715 1,462 1,287
Discontinued operations:
Proceeds from disposal of discontinued operations 88,164 0 0
Additions to property, plant and equipment (142) (1,141) (3,013)
Increase in other assets (1,494) (1,347) (597)
Business acquisitions, net of cash acquired (37,705) (13,415) (73,242)
Repayment of debt of acquired businesses 0 (680) (18,729)
Net changes in short-term investments (652) 4,483 54,286
----------- ----------- -----------
Net cash provided by (used in) investing activities 20,144 (41,718) (67,988)
----------- ----------- -----------
FINANCING ACTIVITIES
Proceeds from long-term borrowings 106,346 91,867 65,430
Payments of long-term debt (140,662) (73,399) (34,656)
Proceeds from exercise of stock options 1,935 772 2,059
Dividends (7,992) (7,793) (6,951)
Purchase and retirement of common stock (25,564) (28,567) 0
----------- ----------- -----------
Net cash provided by (used in) financing activities (65,937) (17,120) 25,882
----------- ----------- -----------
Effect of exchange rate changes on cash and cash equivalents 827 96 (213)
----------- ----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 13,904 (3,343) (1,545)
Cash and cash equivalents at beginning of year 0 3,343 4,888
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 13,904 $ 0 $ 3,343
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) DESCRIPTION OF BUSINESS
The Company designs, manufactures and sells an extensive line of valves for the
plumbing and heating, water quality, industrial, and oil and gas markets located
predominately in North America, Europe, and Asia.
(2) ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Watts Industries,
Inc. and its majority and wholly-owned subsidiaries (the Company). Upon
consolidation, all significant intercompany accounts and transactions are
eliminated.
REVENUE RECOGNITION
Revenue is recognized, net of a provision for estimated returns and allowances,
upon shipment.
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents consist of investments with maturities of three months or less
at the date of purchase. Short-term investments consist of participation in
mutual funds whose portfolios consist principally of United States Government
securities. Short-term investments are valued at cost, which approximates
market.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to concentration of
credit risk consist principally of trade receivables. Concentrations of credit
risk with respect to trade receivables are limited due to the large number of
customers included in the Company's customer base and their dispersion across
many different industries and geographic areas. At June 30, 1997, the Company
had no significant concentrations of credit risk.
INVENTORIES
Inventories are stated principally at the lower of cost (first-in, first-out
method) or market.
GOODWILL
Goodwill represents the excess of cost over the fair value of net assets of
businesses acquired. This balance is amortized over 40 years using the
straight-line method. The carrying value of goodwill is reviewed if facts and
circumstances suggest it may be impaired. If this review indicates that goodwill
will not be recoverable, as determined based on the undiscounted operating cash
flows of the entity acquired over the remaining amortization period, the
carrying value of the goodwill is reduced to its fair value, as determined using
a discounted cash flow approach.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Depreciation is provided on
a straight-line basis over the estimated useful lives of the assets, which range
from 10 to 40 years for buildings and improvements and 3 to 15 years for
machinery and equipment.
LONG-LIVED ASSETS
Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. In
such instances, the carrying value of long-lived assets is reduced to their
estimated fair value, as determined using a discounted cash flow approach.
INCOME TAXES
Deferred income taxes are recognized for temporary differences between financial
statement and income tax bases of assets and liabilities.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOREIGN CURRENCY TRANSLATION
Balance sheet accounts of foreign subsidiaries are translated into United States
dollars at fiscal year-end exchange rates. Operating accounts are translated at
weighted average exchange rates for each year. Net translation gains or losses
are adjusted directly to a separate component of stockholders' equity.
STOCK BASED COMPENSATION
As allowed under Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation, the Company accounts for its
stock-based employee compensation plans in accordance with the provisions of APB
Opinion No. 25, Accounting for Stock Issued to Employees.
EARNINGS PER COMMON SHARE
Earnings per common share is calculated using the weighted average number of
Class A and B Common Shares outstanding during each period and common stock
equivalents, when dilutive.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are used by the Company principally in the
management of foreign currency exposures on certain anticipated intercompany
transactions. Gains and losses on contracts designated as hedges of existing
assets and liabilities are recognized in income as foreign currency gains
(losses) as exchange rates change. Gains and losses on contracts designated as
hedges of identifiable foreign currency firm commitments are deferred and
included in the related foreign currency transaction.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
BASIS OF PRESENTATION
Certain amounts in fiscal years 1996 and 1995 have been reclassified to permit
comparison with the 1997 presentation.
NEW ACCOUNTING STANDARDS
SFAS No. 128, Earnings Per Share, will become effective during fiscal year 1998.
At that time, the Company will be required to exclude the effect of dilutive
common stock equivalents from its primary earnings per share calculation and
restate all prior periods on that basis. The effect of implementation of this
new standard is not expected to be material.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
Reporting Comprehensive Income and SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information. The Company is currently evaluating the
effects of these new standards.
(3) DISCONTINUED OPERATIONS, RESTRUCTURING AND OTHER MATTERS
DISCONTINUED OPERATIONS
On September 4, 1996, the Company divested itself of its Municipal Water Group
of businesses, which included Henry Pratt Company, James Jones Company and
Edward Barber & Company Ltd. by selling the stock of each entity and realizing a
$3.2 million after-tax gain. The results of operations of these companies have
been reported as discontinued operations, net of income taxes, in the
consolidated statements of operations. Unassigned corporate interest expense has
been allocated based on the ratio of the net assets of the discontinued
operations to the consolidated net assets and unassigned debt of the Company.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the results of operations of the Municipal Water
Group:
Fiscal Year Ended June 30,
------------------------------
1997 1996 1995
------------------------------
(in thousands)
Revenues $14,027 $86,179 $80,815
Costs and expenses 13,900 80,278 75,358
------- ------- -------
Income before income taxes 127 5,901 5,457
Income taxes 48 2,421 2,182
------- ------- -------
Income from discontinued operations $ 79 $ 3,480 $ 3,275
======= ======= =======
The net assets of the Municipal Water Group are classified as net assets held
for sale in the accompanying consolidated balance sheet at June 30, 1996 and
consisted of accounts receivable, $15,843,000; inventories, $19,301,000;
goodwill, $31,835,000; property, plant and equipment, $20,409,000; other assets,
$5,415,000; current liabilities, $10,900,000; and other liabilities, $3,502,000.
RESTRUCTURING
During fiscal year 1996, the Company decided to undertake certain restructuring
initiatives aimed at improving the efficiency of certain of its continuing
operations. The two most significant of those initiatives are the consolidation
and downsizing of Pibiviesse S.p.A. ("Pibiviesse") and the relocation of Jameco
Industries, Inc. ("Jameco"). In connection with this restructuring plan, the
Company recorded a $25,415,000 restructuring charge during fiscal year 1996. The
restructuring charge consisted of $9,300,000 for severance costs, $7,715,000 for
plant closure costs and $8,400,000 for asset write-downs.
Cash payments for accrued employee severance and other plant closure costs were
$3,780,000 during fiscal year 1996 and the Company's remaining accrued
restructuring liability was $12,819,000 at June 30, 1996. During fiscal year
1997, such cash payments amounted to $8,918,000 and the Company's remaining
accrued restructuring liability was $3,874,000 at June 30, 1997.
It is expected that the consolidation and downsizing of Pibiviesse will be
completed during fiscal year 1998. The Jameco relocation was substantially
complete at June 30, 1997 and its operations have been integrated into a Company
plant in Spindale, North Carolina.
Since commencement of the restructuring plan, there has been a related net
reduction of 205 employees. At June 30, 1997, it is expected that approximately
119 additional restructuring related employee terminations will occur.
OTHER MATTERS
During fiscal year 1996, the Company recorded a $13.8 million selling, general
and administrative expense charge, principally for product liability costs,
environmental remediation reserves and bad debt reserves. The Company also
recorded a $9.5 million cost of goods sold charge during fiscal year 1996 to
write down inventories to their estimated market value.
(4) LONG-LIVED ASSET IMPAIRMENT
During fiscal year 1996, the Company adopted Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, and recorded a $63,065,000 charge for
long-lived asset impairment losses. Such losses occurred principally at its
Italian subsidiaries and were the result of declining margins and operating
profits at the subsidiaries, and the potential non-deductibility of goodwill for
income tax purposes. In connection with a re-evaluation of its business strategy
in Italy, management concluded an impairment had occurred and recorded a loss by
reducing the carrying value of affected long-lived assets, primarily goodwill,
to fair value, as determined using a discounted cash flow approach.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(5) BUSINESS ACQUISITIONS
During fiscal year 1997, the Company acquired Ames Company, Inc. of Woodland,
California and Consolidated Precision Corporation of Riviera Beach, Florida. In
fiscal year 1996, the Company acquired four businesses, the most significant
being the purchase of Etablissements Trubert S.A. located in Chartres, France.
Five businesses were acquired by the Company during fiscal year 1995, the most
significant being the purchases of Jameco Industries, Inc., Anderson-Barrows
Metals Corporation, and Pibiviesse S.p.A. of Italy. All of these acquired
companies are valve manufacturers and the aggregate purchase price of the
acquisitions was approximately $124.4 million. The goodwill which resulted from
these acquisitions is being amortized on a straight-line basis over a 40 year
period unless circumstances indicate an impairment loss has occurred (see note
4).
These acquisitions have all been accounted for under the purchase method and the
results of operations of the acquired businesses have been included in the
consolidated financial statements from the date of acquisition. Had these
acquisitions occurred at the beginning of fiscal year 1997 or 1996, the effect
on operating results would not have been material.
(6) INCOME TAXES
The significant components of the Company's deferred income tax liabilities and
assets are as follows:
June 30,
-------------------
1997 1996
-------------------
(in thousands)
Deferred income tax liabilities:
Excess tax over book depreciation $ 8,855 $10,959
Inventory 5,962 5,336
Other 1,858 2,883
------- --------
Total deferred income tax liabilities 16,675 19,178
------- --------
Deferred income tax assets:
Accrued expenses 18,727 20,345
Net operating loss carryforward 6,054 4,449
Other 1,906 6,543
------- --------
Total deferred income tax assets 26,687 31,337
Valuation allowance for deferred income tax assets (4,207) (1,339)
------- --------
Net deferred income tax assets 22,480 29,998
------- --------
Net deferred income tax asset $ 5,805 $10,820
======= =======
The components of the provision for income taxes were as follows:
Fiscal Year Ended June 30,
------------------------------
1997 1996 1995
------------------------------
(in thousands)
Continuing operations $27,127 $4,355 $25,727
Discontinued operations 3,412 2,421 2,182
------- ------ -------
$30,539 $6,776 $27,909
======= ====== =======
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The provision for income taxes from continuing operations is based on the
following pre-tax income (loss):
Fiscal Year Ended June 30,
------------------------------
1997 1996 1995
------------------------------
(in thousands)
Domestic $60,530 $19,816 $59,760
Foreign 15,057 (69,226) 8,430
-------- -------- --------
$75,587 $(49,410) $68,190
======= ========= ========
The provision for income taxes from continuing operations consists of the
following:
Fiscal Year Ended June 30,
------------------------------
1997 1996 1995
------------------------------
(in thousands)
Current tax expense (benefit):
Federal $20,417 $15,739 $18,299
Foreign (369) 1,176 685
State 1,714 1,996 3,430
-------- ------- --------
21,762 18,911 22,414
-------- ------- --------
Deferred tax expense (benefit):
Federal 1,377 (8,458) 764
Foreign 3,747 (3,964) 2,411
State 241 (2,134) 138
-------- ------- --------
5,365 (14,556) 3,313
-------- ------- --------
$27,127 $4,355 $25,727
======= ========= ========
Actual income taxes reported from continuing operations are different than would
have been computed by applying the federal statutory tax rate to income (loss)
from continuing operations before income taxes. The reasons for this difference
are as follows:
Fiscal Year Ended June 30,
------------------------------
1997 1996 1995
------------------------------
(in thousands)
Computed expected federal income tax expense
(benefit) $26,455 $(17,294) $23,867
State income taxes, net of federal tax benefit 1,271 (90) 2,319
Goodwill writedown and amortization 898 17,443 807
Foreign tax rate and regulation differential (1,893) 3,830 (791)
Other, net 396 466 (475)
-------- ------- --------
$27,127 $4,355 $25,727
======= ========= ========
At June 30, 1997, the Company has foreign net operating loss carryforwards of
$11.5 million for income tax purposes that expire in fiscal years 1998 through
2005. In addition, foreign net operating losses of $4.6 million can be carried
forward indefinitely. Undistributed earnings of the Company's foreign
subsidiaries amounted to approximately $28 million, $37 million and $43 million
at June 30, 1997, 1996 and 1995, respectively. Those earnings are considered to
be indefinitely reinvested and, accordingly, no provision for U.S. federal and
state income taxes has been recorded thereon. Upon distribution of those
earnings, in the form of dividends or otherwise, the Company will be subject to
both U.S. income taxes (subject to an adjustment for foreign tax credits) and
withholding taxes payable to the various foreign countries. Determination of the
amount of U.S.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
income tax liability that would be incurred is not practicable because of the
complexities associated with its hypothetical calculation; however, unrecognized
foreign tax credits would be available to reduce some portion of any U.S. income
tax liability. Withholding taxes of approximately $2.1 million would be payable
upon remittance of all previously unremitted earnings at June 30, 1997.
The Company made income tax payments of $30.2 million, $27.8 million and $25.2
million in fiscal years 1997, 1996 and 1995, respectively.
(7) ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following:
June 30,
---------------------
1997 1996
---------------------
(in thousands)
Restructuring costs $ 3,874 $12,819
Commissions and sales incentives payable 8,606 10,276
Accrued insurance costs 10,626 10,652
Other 30,632 39,513
-------- --------
$53,738 $73,260
======== ========
(8) FINANCING ARRANGEMENTS
Long-term debt consists of the following:
June 30,
---------------------
1997 1996
---------------------
(in thousands)
8-3/8% Notes, due December, 2003 $ 75,000 $ 75,000
$125 million revolving line of credit, accruing
interest at a variable rate of LIBOR plus 25 basis
points or the bank's prime rate (6.55% at June 30, 1997)
and expiring in August, 1999 29,000 61,300
Industrial Revenue Bonds, maturing periodically from
2003 through 2020, accruing interest at a variable rate
based on weekly tax-exempt interest rates (4.25%
at June 30, 1997) 17,265 17,265
Other 7,094 9,585
-------- --------
128,359 163,150
Less current portion 2,422 2,907
--------- ---------
$125,937 $160,243
========= =========
At June 30, 1997, $96,000,000 was available for borrowing under the Company's
$125 million revolving line of credit.
Principal payments during each of the next five fiscal years are due as follows:
1998-$2,422,000; 1999-$2,067,000; 2000-$30,132,000; 2001-$438,000; and
2002-$358,000. Interest paid for all periods presented in the accompanying
consolidated financial statements approximates interest expense.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Certain of the Company's loan agreements contain covenants that require, among
other items, the maintenance of certain financial ratios and net worth, and
limit the Company's ability to enter into secured borrowing arrangements. Under
its most restrictive loan covenant, which requires the Company to maintain a net
worth of not less than the sum of $295 million and 50% of cumulative
consolidated net income for periods subsequent to June 30, 1996, the Company had
$12.8 million available at June 30, 1997 for the payment of dividends.
(9) COMMON STOCK
The Company's Board of Directors authorized the purchase of up to 1,500,000 and
2,000,000 shares of the Company's common stock in open market and private
purchases during fiscal years 1997 and 1996, respectively. At June 30, 1997,
2,780,200 shares of the Company's common stock had been purchased and retired
since commencement of this purchase plan.
The Class A Common Stock and Class B Common Stock have equal dividend and
liquidation rights. Each share of the Company's 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. Shares of Class B
Common Stock are convertible into shares of Class A Common Stock, on a
one-to-one basis, at the option of the holder. The Company has reserved a total
of 6,231,108 shares of Class A Common Stock for issuance under its stock-based
compensation plans and 11,215,627 shares for conversion of Class B Common Stock
to Class A Common Stock.
(10) STOCK-BASED COMPENSATION
The Company has several stock option plans under which key employees and outside
directors have been granted incentive (ISOs) and nonqualified (NSOs) options to
purchase the Company's Class A Common Stock. Generally, options become
exercisable over a five-year period at the rate of 20% per year and expire ten
years after the date of grant. ISOs and NSOs granted under the plans have
exercise prices of not less than 100% and 50% of the fair market value of the
common stock on the date of grant, respectively. At June 30, 1997, 4,882,914
shares of Class A Common Stock were authorized for future grants of options
under the Company's stock option plans.
The following is a summary of stock option activity and related information:
<TABLE>
<CAPTION>
Fiscal Year Ended June 30,
---------------------------------------------------------------------------------
1997 1996 1995
---------------------------------------------------------------------------------
WEIGHTED Weighted Weighted
AVERAGE average average
(Options in thousands) EXERCISE exercise exercise
OPTIONS PRICE Options price Options price
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 1,137 $ 21.04 1,019 $ 20.06 1,056 $ 18.32
Granted 378 16.38 314 23.36 289 23.81
Canceled (55) 21.79 (121) 22.16 (186) 20.09
Exercised (112) 17.28 (75) 15.61 (140) 14.66
------- ----------- -------- ----------- ------- -----------
Outstanding at end of year 1,348 $ 20.01 1,137 $ 21.04 1,019 $ 20.06
======= =========== ======== =========== ======= ===========
Exercisable at end of year 552 $ 20.39 460 $ 19.34 371 $ 18.37
======= =========== ======== =========== ======= ===========
</TABLE>
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes information about options outstanding at June 30,
1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------- ------------------------------
Weighted
average Weighted Weighted
(Options in thousands) remaining average average
Number contractual exercise Number exercise
Range of Exercise Prices outstanding life (years) price exercisable price
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$10.69 - $11.38 13 3.4 $10.84 13 $10.84
$14.25 - $16.38 420 8.5 16.20 52 15.02
$16.60 - $19.80 228 5.3 17.44 165 17.36
$22.13 - $26.13 687 6.9 23.37 322 23.20
------ ----- ------- ----- -------
$10.69 - $26.13 1,348 5.6 20.01 552 20.39
====== ===== ======= ===== =======
</TABLE>
The Company has a Management Stock Purchase Plan which allows for the granting
of Restricted Stock Units (RSUs) to key employees to purchase up to 1,000,000
shares of Class A Common Stock at 75% of the fair market value on the date of
grant. RSUs generally vest annually over a three-year period from the date of
grant. At June 30, 1997, 46,419 RSUs were outstanding.
Pro forma information regarding net income (loss) and net income (loss) per
share is required by SFAS No. 123 for awards granted after June 30, 1995 as if
the Company had accounted for its stock-based awards to employees under the fair
value method of SFAS 123. The weighted average grant date fair value of options
granted during fiscal years 1997, 1996 and 1995 was $3.72, $5.69 and $6.03,
respectively. The fair value of the Company's stock-based awards to employees
was estimated using a Black-Scholes option pricing model and the following
assumptions:
Options
--------------------
1997 1996
--------------------
Expected life (years) 5.0 5.0
Expected stock price volatility 15.0% 15.0%
Expected dividend yield 1.8% 1.1%
Risk-free interest rate 6.56% 6.17%
The Company's pro forma information follows:
Fiscal Year
Ended June 30,
--------------------
1997 1996
--------------------
(in thousands, except
per share information)
Net income (loss) - as reported $51,747 $(50,285)
Net income (loss) - pro forma 51,132 (50,613)
Primary net income (loss) per share - as reported 1.89 (1.70)
Primary net income (loss) per share - pro forma 1.86 (1.71)
Because SFAS 123 is applicable only to awards granted subsequent to June 30,
1995, its pro forma effect will not be fully reflected until fiscal year 2000.
(11) EMPLOYEE BENEFIT PLANS
The Company sponsors defined benefit pension plans covering substantially all of
its domestic nonunion employees. Benefits are based primarily on years of
service and employees' compensation. The funding policy of the Company for these
plans is to contribute annually the maximum amount that can be deducted for
federal income tax purposes. At June 30, 1997, the fair value of assets held in
trust for the Company's defined benefit plans approximated the related projected
benefit obligation.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of net pension expense follow:
Fiscal Year Ended June 30,
-------------------------------
1997 1996 1995
-------------------------------
(in thousands)
Defined benefit plans:
Service cost - benefits earned $1,516 $1,620 $1,736
Interest cost on projected benefit obligation 2,189 2,200 1,915
Actual return on plan assets (1,976) (3,689) (802)
Net amortization and deferral (346) 1,447 (1,369)
--------- --------- ---------
Total pension expense $1,383 $1,578 $1,480
========= ========= =========
The funded status of the Company's principal defined benefit plans and the
amounts recognized in the consolidated balance sheets at June 30, follows:
1997 1996 1995
-------------------------------
(in thousands)
Vested benefit $(22,804) $(22,429) $(20,013)
Nonvested benefit (1,299) (1,774) (1,307)
--------- --------- ---------
Accumulated benefit obligation (24,103) (24,203) (21,320)
Benefit obligation related to future
compensation levels (5,002) (5,699) (3,245)
--------- --------- ---------
Projected benefit obligation (29,105) (29,902) (24,565)
Fair value of plan assets, invested primarily
in equities and debt securities 28,014 29,348 24,635
--------- --------- ---------
Plan assets greater (less) than projected
benefit obligation (1,091) (554) 70
Unrecognized transition (asset) obligation (2,225) (2,543) (2,862)
Unrecognized prior service cost 1,055 546 602
Unrecognized net (gain) loss (676) 9 430
Minimum liability adjustment (217) (420) (469)
--------- --------- ---------
Net accrued pension cost included in
consolidated balance sheets $(3,154) $(2,962) $(2,229)
========= ========= =========
The primary assumptions used in determining related obligations of the plans
were: discount rate 8%; increases in compensation levels 5%; and long-term rates
of return on assets 8%; in fiscal years 1997, 1996 and 1995.
The Company sponsors a 401(k) Savings Plan for substantially all domestic
nonunion employees. Under the Plan, the Company matches a specified percentage
of employee contributions, subject to certain limitations. Company expense
incurred in connection with this plan was $330,000, $350,000 and $260,000 in
fiscal years 1997, 1996 and 1995, respectively.
(12) CONTINGENCIES AND ENVIRONMENTAL REMEDIATION
CONTINGENCIES
Lawsuits and other proceedings or claims, arising from the ordinary course of
operations, are pending or threatened against the Company and its subsidiaries.
The Company has established reserves which it presently believes are adequate in
light of probable and estimable exposure to pending and threatened litigation of
which it has knowledge. On the basis of information presently available,
management is of the opinion that any additional liability resulting from these
matters will not have a material adverse effect on the consolidated financial
position, results of operations or liquidity of the Company.
ENVIRONMENTAL REMEDIATION
The Company has been named a potentially responsible party with respect to
identified contaminated sites. The level of contamination varies significantly
from site to site as do the related levels of remediation efforts. Environmental
liabilities are
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
recorded based on the most probable cost, if known, or on the
estimated minimum cost of remediation. The Company's accrued estimated
environmental liabilities are based on assumptions which are subject to a number
of factors and uncertainties. Circumstances which can affect the reliability and
precision of these estimates include identification of additional sites,
environmental regulations, level of cleanup required, technologies available,
number and financial condition of other contributors to remediation and the time
period over which remediation may occur. The Company recognizes changes in
estimates as new remediation requirements are defined or as new information
becomes available. The Company estimates that its accrued environmental
remediation liabilities will likely be paid over the next five to ten years.
(13) FINANCIAL INSTRUMENTS
Fair Value of Long-Term Debt
The fair value of the Company's 8-3/8% notes, due December 2003, is based on
quoted market prices. The fair value of the Company's variable rate debt
approximates its carrying value. The carrying amount and the estimated fair
market value of the Company's long-term debt, including the current portion, are
as follows:
June 30,
---------------------
1997 1996
---------------------
(in thousands)
Carrying amount $128,359 $163,150
Estimated fair value 133,774 166,994
USE OF DERIVATIVES
The Company uses foreign currency forward exchange contracts to reduce the
impact of currency fluctuations on certain anticipated intercompany purchase
transactions that are expected to occur within the fiscal year. Related gains
and losses are recognized when the contracts expire, which is generally in the
same period as the underlying foreign currency denominated transaction. These
contracts do not subject the Company to significant market risk from exchange
movement because they offset gains and losses on the balances and transactions
being hedged. At June 30, 1997 and 1996, there were no open foreign currency
forward exchange contracts.
(14) FINANCIAL INFORMATION BY GEOGRAPHIC AREA
Financial information by geographic area is summarized as follows. Transfer
prices to foreign subsidiaries are intended to produce profit margins
commensurate with sales and marketing efforts:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30, 1997
--------------------------------------------------------------------------
DOMESTIC CANADA EUROPE ASIA ELIMINATIONS CONSOLIDATED
--------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
NET SALES $ 535,954 $ 27,681 $ 139,636 $ 17,069 $ 0 $ 720,340
TRANSFER BETWEEN AREAS 12,209 5,549 421 4,004 (22,183) 0
---------- ---------- ---------- ---------- ---------- ----------
$ 548,163 $ 33,230 $ 140,057 $ 21,073 $ (22,183) $ 720,340
========== ========== ========== ========== ========== ==========
OPERATING INCOME OF GEOGRAPHIC AREAS $ 81,283 $ 1,401 $ 16,074 $ 653 $ (574) $ 98,837
========== ========== ========== ========== ========== ==========
GENERAL CORPORATE EXPENSES 12,429
----------
OPERATING INCOME $ 86,408
==========
ASSETS $ 450,302 $ 23,742 $ 118,171 $ 31,499 $ (1,631) $ 622,083
========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Fiscal Year Ended June 30, 1996
--------------------------------------------------------------------------------
Domestic Canada Europe Asia Eliminations Consolidated
--------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 476,279 $ 28,086 $ 118,673 $ 17,838 $ 0 $ 640,876
Transfer between areas 10,220 5,180 3,549 0 (18,949) 0
--------- --------- --------- --------- --------- ---------
$ 486,499 $ 33,266 $ 122,222 $ 17,838 $ (18,949) $ 640,876
========= ========= ========= ========= ========= =========
Operating income (loss) of
geographic areas $ 43,576 $ (7,709) $ (59,242) $ 907 $ (2,558) $ (25,026)
========= ========= ========= ========= =========
General corporate expenses 14,207
---------
Operating loss $ (39,233)
=========
Assets of continuing operations $ 400,469 $ 25,357 $ 123,270 $ 30,118 $ (1,321) $ 577,893
Net assets of discontinued operations 65,202 0 13,199 0 0 78,401
--------- --------- --------- --------- --------- ---------
$ 465,671 $ 25,357 $ 136,469 $ 30,118 $ (1,321) $ 656,294
========= ========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended June 30, 1995
--------------------------------------------------------------------------------
Domestic Canada Europe Asia Eliminations Consolidated
--------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 441,808 $ 30,016 $ 93,518 $ 11,509 $ 0 $ 576,851
Transfer between areas 12,592 5,231 0 0 (17,823) 0
--------- --------- --------- --------- ---------- ---------
$ 454,400 $ 35,247 $ 93,518 $ 11,509 $ (17,823) $ 576,851
========= ========= ========= ========= ========== =========
Operating income of geographic areas $ 75,415 $ 1,913 $ 8,978 $ 1,429 $ (65) $ 87,670
========= ========= ========= ========= ==========
General corporate expenses 10,559
---------
Operating income $ 77,111
=========
Assets of continuing operations $ 393,012 $ 29,567 $ 154,069 $ 17,550 $ (1,191) $ 593,007
Net assets of discontinued operations 71,743 0 11,644 0 0 83,387
--------- --------- --------- --------- ---------- ---------
$ 464,755 $ 29,567 $ 165,713 $ 17,550 $ (1,191) $ 676,394
========= ========= ========= ========= ========== =========
</TABLE>
Included in domestic sales are export sales of $54.1 million in fiscal year
1997, $43.5 million in fiscal year 1996 and $39.7 million in fiscal year 1995.
<PAGE>
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(15) QUARTERLY FINANCIAL INFORMATION (Unaudited)
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter(a) Quarter Quarter Quarter
----------------------------------------------------
(in thousands, except per share information)
<S> <C> <C> <C> <C>
Fiscal year ended June 30, 1997:
Net sales $176,008 $174,220 $184,191 $185,921
Gross profit 60,356 60,152 63,730 61,154
Income from continuing operations 12,346 11,750 12,889 11,475
Net income 15,633 11,750 12,889 11,475
Income per common share:
Continuing operations .45 .43 .47 .42
Discontinued operations .12 .00 .00 .00
Net income .57 .43 .47 .42
Dividends per common share .07 .07 .0775 .0775
<FN>
(a) Includes $3.2 million after-tax gain from sale of discontinued operations.
</FN>
</TABLE>
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter(a) Quarter(b)
------------------------------------------------------
(in thousands, except per share information)
<S> <C> <C> <C> <C>
Fiscal year ended June 30, 1996:
Net sales $154,129 $156,593 $159,823 $170,331
Gross profit 56,921 55,913 44,941 54,423
Income (loss) from continuing operations 11,664 10,051 (80,303) 4,823
Net income (loss) 12,134 10,777 (79,273) 6,077
Income (loss) per common share:
Continuing operations .39 .33 (2.70) .17
Discontinued operations .02 .03 .03 .04
Net income (loss) .41 .36 (2.67) .21
Dividends per common share .0625 .0625 .07 .07
<FN>
(a) Includes $63.1 long-lived asset impairment loss; $19.9 million restructuring
charge; $13.8 million charge, principally for product liability costs,
additional bad debt reserves and environmental remediation costs; and $9.5
million charge for additional inventory valuation reserves. The aggregate
after-tax effect of these charges on net income was $89.6 million.
(b) Includes $5.5 million restructuring charge ($3.4 million after-tax).
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
(AMOUNTS IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------------------------------------------------------------------------------------------------
ADDITIONS
- ------------------------------------------------------------------------------------------------------------------
Balance at Charged to Costs Charged to Other Deductions Balance at
Description Beginning of Period and Expenses Accounts - Describe Describe (1) End of Period
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Year ended June 30, 1997
Deducted from asset account:
Allowance for doubtful
accounts $8,822 $2,489 $30 (2) $3,396 $7,945
Year ended June 30, 1996
Deducted from asset account:
Allowance for doubtful
accounts $5,417 $4,408 $320 (2) $1,323 $8,822
Year ended June 30, 1995
Deducted from asset account:
Allowance for doubtful
accounts $4,105 $1,351 $1,173 (2) $1,212 $5,417
<FN>
(1) Uncollectible accounts written off, net of recoveries.
(2) Balance acquired in connection with acquisition of Ames in 1997, Trubert
and Artec in 1996, Jameco and Anderson-Barrows in 1995.
</FN>
</TABLE>
EXHIBIT INDEX
Exhibits 10.1-10.6, 10.8, 10.22, and 10.29 constitute all of the
management contracts and compensation plans and arrangements of the Company
required to be filed as exhibits to this Annual Report. Upon written request of
any stockholder to the Chief Financial Officer at the Company's principal
executive office, the Company will provide any of the Exhibits listed below.
Exhibit No. Description and Location
3.1 Restated Certificate of Incorporation, as amended. (12)
3.2 Amended and Restated By-Laws. (1)
9.1 Horne Family Voting Trust Agreement-1991 dated as of October 31,
1991 (2), Amendments dated November 19, 1996*, February 24, 1997*,
June 5, 1997*, and August 26, 1997.*
9.2 The George B. Horne Voting Trust Agreement-1997 dated as of August
26, 1997. *
10.1 Employment Agreement effective as of September 1, 1996 between
the Registrant and Timothy P. Horne. (14)
10.2 Supplemental Compensation Agreement effective as of September 1,
1996 between the Registrant and Timothy P. Horne. (14)
10.3 Deferred Compensation Agreement between the Registrant and Timothy
P. Horne, as amended. (4)
10.4 1996 Stock Option Plan, dated October 15, 1996. (15)
10.5 1989 Nonqualified Stock Option Plan. (3)
10.6 Watts Industries, Inc. Retirement Plan for Salaried Employees dated
December 30, 1994, as amended and restated effective as of January
1, 1994, (12), Amendment No. 1 (14), Amendment No. 2 (14), Amendment
No. 3 (14), Amendment No. 4 dated September 4, 1996.*
10.7 Registration Rights Agreement dated July 25, 1986. (5)
10.8 Executive Incentive Bonus Plan, as amended. (12)
10.9 Indenture dated as of December 1, 1991 between the Registrant and
The First National Bank of Boston, as Trustee, including form of
8-3/8% Note Due 2003. (8)
10.10 Loan Agreement and Mortgage among The Industrial Development
Authority of the State of New Hampshire, Watts Regulator Co. and
Arlington Trust Company dated August 1, 1985. (4)
10.11 Amendment Agreement relating to Watts Regulator Co. (Canaan and
Franklin, New Hampshire, facilities) financing dated December 31,
1985. (4)
10.12 Sale Agreement between Village of Walden Industrial Development
Agency and Spence Engineering Company, Inc. dated June 1, 1994. (11)
10.13 Letter of Credit, Reimbursement and Guaranty Agreement dated June 1,
1994 by and among the Registrant, Spence Engineering Company, Inc.
and First Union National Bank of North Carolina. (11), Amendment No.
1 (14), Amendment No. 2 dated October 1, 1996.*
10.14 Trust Indenture from Village of Walden Industrial Development Agency
to The First National Bank of Boston, as Trustee, dated June 1,
1994. (11)
10.15 Loan Agreement between Hillsborough County Industrial Development
Authority and Leslie Controls, Inc. dated July 1, 1994. (11)
10.16 Letter of Credit, Reimbursement and Guaranty Agreement dated July 1,
1994 by and among the Registrant, Leslie Controls, Inc. and First
Union National Bank of North Carolina (11), Amendment No. 1 (14),
Amendment No. 2 dated October 1, 1996.*
<PAGE>
10.17 Trust Indenture from Hillsborough County Industrial Development
Authority to The First National Bank of Boston, as Trustee, dated
July 1, 1994. (11)
10.18 Loan Agreement between The Rutherford County Industrial Facilities
and Pollution Control Financing Authority and Watts Regulator
Company dated September 1, 1994.(12)
10.19 Letter of Credit, Reimbursement and Guaranty Agreement dated
September 1, 1994 by and among the Registrant, Watts Regulator
Company and The First Union National Bank of North Carolina (12),
Amendment No. 1 (14), Amendment No. 2 dated October 1, 1996.*
10.20 Trust Indenture from The Rutherford County Industrial Facilities and
Pollution Control Financing Authority to The First National Bank of
Boston,as Trustee, dated September 1, 1994. (12)
10.21 Amended and Restated Stock Restriction Agreement dated October 30,
1991 (2), Amendment dated August 26, 1997.*
10.22 Watts Industries, Inc. 1991 Non-Employee Directors' Nonqualified
Stock Option Plan (7), Amendment No. 1. (14)
10.23 Letters of Credit relating to retrospective paid loss insurance
programs. (10)
10.24 Form of Stock Restriction Agreement for management stockholders. (5)
10.25 Revolving Credit Agreement dated December 23, 1987 between
Nederlandse Creditbank NV and Watts Regulator (Nederland) B.V. and
related Guaranty of Watts Industries, Inc. and Watts Regulator
Co. dated December 14, 1987. (6)
10.26 Loan Agreement dated September 1987 with, and related Mortgage to,
N.V. Sallandsche Bank. (6)
10.27 Agreement of the sale of shares of Intermes, S.p.A., RIAF Holding
A.G. and the participations in Multiscope Due S.R.L. dated November
6, 1992. (9)
10.28 Revolving Credit Agreement dated August 30, 1994 between and among
Watts Investment Company, certain financial institutions, the First
National Bank of Boston, as Agent, and the Registrant, as Guarantor
(11), Amendment No. 1 (14), Amendment No. 2. (14)
10.29 Watts Industries, Inc. Management Stock Purchase Plan dated October
17, 1995 (13), Amendment No. 1 dated August 5, 1997.*
10.30 Stock Purchase Agreement dated as of June 19, 1996 by and among
Mueller Co., Tyco Valves Limited, Watts Investment Company, Tyco
International Ltd. and Watts Industries, Inc. (16)
11 Statement Regarding Computation of Earnings per Common Share. *
21 Subsidiaries. *
23.1 Consent of KPMG Peat Marwick LLP. *
23.2 Consent of Ernst & Young LLP, Independent Auditors, predecessor
auditors.*
23.3 Consent of Deloitte & Touche, Independent Auditors, predecessor
auditors.*
27 Financial Data Schedule. *
Incorporated By Reference To:
- -----------------------------
(1) Relevant exhibit to Registrant's Form 8-K dated May 15, 1992.
(2) Relevant exhibit to Registrant's Form 8-K dated November 14, 1991.
(3) Relevant exhibit to Registrant's Form 10-K for the year ended June 30,
1989.
(4) Relevant exhibit to Registrant's Form S-1 (No. 33-6515) dated June 17,
1986.
(5) Relevant exhibit to Registrant's Form S-1 (No. 33-6515) as part of the
Second Amendment to such Form S-1 dated August 21, 1986.
(6) Relevant exhibit to Registrant's Form S-1 (No. 33-27101) dated February
16, 1989.
(7) Relevant exhibit to Registrant's Amendment No. 1 to Form 10-K for year
ended June 30, 1992.
(8) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1992.
<PAGE>
(9) Relevant exhibit to Registrant's Amendment No. 2 dated February 22, 1993
to Form 8-K dated November 6, 1992.
(10) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1993.
(11) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1994.
(12) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1995.
(13) Relevant exhibit to Registrant's Form S-8 (No.33-64627) dated November 29,
1995.
(14) Relevant exhibit to Registrant's Form 10-K for year ended June 30, 1996.
(15) Relevant exhibit to Registrant's Form S-8 (No.333-32685) dated August 1,
1997.
(16) Relevant exhibit to Registrant's Form 8-K dated September 4, 1996.
* Filed as an exhibit to this Report with the Securities and Exchange Commission
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Timothy P. Horne and Frederic B. Horne are trustees (the "Trustees")
under the Horne Family Voting Trust Agreement - 1991 dated as of October 31,
1991 (the "Agreement"); and
WHEREAS, Frederic B. Horne desires to withdraw Eleven Thousand (11,000)
shares of Class B Common Stock of Watts Industries, Inc., a Delaware
corporation, for the purpose of gifting such shares to his minor daughter,
Kristina M. Horne; and
WHEREAS, the Trustees desire to amend Schedule A to the Agreement to
reflect such transaction.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Schedule A to the Agreement is hereby amended and restated in its
entirety to read as follows:
SCHEDULE A
----------
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
- ----------- -------------- -----------------
Timothy P. Horne ("TPH") 2,751,220 126, 161
Frederic B. Horne ("FBH") 1,344,166 159, 185
Timothy P. Horne
and George B. Horne ("GBH")
as trustees of The
George B. Horne
Trust - 1982 2,004,600 132, 158, 184
Frederic B. Horne,
as Trustee of The
Peter W. Horne Trust - 1976 1,285,840 156, 175
FBH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Kristina M. Horne 22,600 184
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Tara V. Horne 30,200 184
<PAGE>
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
- ----------- -------------- -----------------
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Tiffany R. Horne 22,600 184
Timothy P. Horne,
as Trustee of The Deborah
Horne Trust - 1976 1,335,840 138, 157
Timothy P. Horne,
as Trustee of The Daniel
W. Horne Trust - 1980 1,335,840 134, 155
Tara V. Horne 50,000 126
Judith Rae Horne,
as Trustee of The Tiffany
Rae Horne Trust - 1984 50,000 126
* As adjusted to reflect the two-for-one stock split effected by means of a
stock dividend payable on March 15, 1994.
2. Except as hereinabove provided, the parties ratify and confirm the
Agreement in all respects.
The parties hereto have executed this Amendment to the Agreement in one or
more counterparts under seal as of November 19, 1996.
-------------------------
Timothy P. Horne, as Trustee
of the Horne Family Voting
Trust - 1991
-------------------------
Frederic B. Horne, as Trustee
of the Horne Family Voting
Trust - 1991
<PAGE>
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Timothy P. Horne and Frederic B. Horne are trustees (the "Trustees")
under the Horne Family Voting Trust Agreement - 1991 dated as of October 31,
1991 (the "Agreement"); and
WHEREAS, Frederic B. Horne desires to withdraw Fifty Thousand (50,000)
shares of Class B Common Stock of Watts Industries, Inc., a Delaware
corporation, for the purpose of converting such shares to shares of Class A
Common Stock; and
WHEREAS, the Trustees desire to amend Schedule A to the Agreement to
reflect such transaction.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Schedule A to the Agreement is hereby amended and restated in its
entirety to read as follows:
SCHEDULE A
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
- ----------- -------------- -----------------
Timothy P. Horne ("TPH") 2,751,220 126, 161
Frederic B. Horne ("FBH") 1,294,166 185, 188
Timothy P. Horne
and George B. Horne ("GBH")
as trustees of The
George B. Horne
Trust - 1982 2,004,600 132, 158, 184
Frederic B. Horne,
as Trustee of The
Peter W. Horne Trust - 1976 1,285,840 156, 175
FBH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Kristina M. Horne 22,600 184
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Tara V. Horne 30,200 184
<PAGE>
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
- ----------- -------------- -----------------
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Tiffany R. Horne 22,600 184
Timothy P. Horne,
as Trustee of The Deborah
Horne Trust - 1976 1,335,840 138, 157
Timothy P. Horne,
as Trustee of The Daniel
W. Horne Trust - 1980 1,335,840 134, 155
Tara V. Horne 50,000 126
Judith Rae Horne,
as Trustee of The Tiffany
Rae Horne Trust - 1984 50,000 126
* As adjusted to reflect the two-for-one stock split effected by means of a
stock dividend payable on March 15, 1994.
2. Except as hereinabove provided, the parties ratify and confirm the
Agreement in all respects.
The parties hereto have executed this Amendment to the Agreement in one or
more counterparts under seal as of February 24, 1997.
-------------------------
Timothy P. Horne, as Trustee
of the Horne Family Voting
Trust - 1991
-------------------------
Frederic B. Horne, as Trustee
of the Horne Family Voting
Trust - 1991
<PAGE>
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Timothy P. Horne and Frederic B. Horne are trustees (the "Trustees")
under the Horne Family Voting Trust Agreement - 1991 dated as of October 31,
1991 (the "Agreement"); and
WHEREAS, Peter W. Horne desires to withdraw Fifty Thousand (50,000) shares
of Class B Common Stock of Watts Industries, Inc., a Delaware corporation, for
the purpose of converting such shares to shares of Class A Common Stock; and
WHEREAS, the Trustees desire to amend Schedule A to the Agreement to
reflect such transaction.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Schedule A to the Agreement is hereby amended and restated in its
entirety to read as follows:
SCHEDULE A
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
- ----------- -------------- -----------------
Timothy P. Horne ("TPH") 2,751,220 126, 161
Frederic B. Horne ("FBH") 1,294,166 185, 188
Timothy P. Horne
and George B. Horne ("GBH")
as trustees of The
George B. Horne
Trust - 1982 2,004,600 132, 158, 184
Frederic B. Horne,
as Trustee of The
Peter W. Horne Trust - 1976 1,235,840 156, 190
FBH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Kristina M. Horne 22,600 184
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Tara V. Horne 30,200 184
<PAGE>
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
- ----------- -------------- -----------------
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Tiffany R. Horne 22,600 184
Timothy P. Horne,
as Trustee of The Deborah
Horne Trust - 1976 1,335,840 138, 157
Timothy P. Horne,
as Trustee of The Daniel
W. Horne Trust - 1980 1,335,840 134, 155
Tara V. Horne 50,000 126
Judith Rae Horne,
as Trustee of The Tiffany
Rae Horne Trust - 1984 50,000 126
* As adjusted to reflect the two-for-one stock split effected by means of a
stock dividend payable on March 15, 1994.
2. Except as hereinabove provided, the parties ratify and confirm the
Agreement in all respects.
The parties hereto have executed this Amendment to the Agreement in one or
more counterparts under seal as of June 5, 1997.
-------------------------
Timothy P. Horne, as Trustee
of the Horne Family Voting
Trust - 1991
-------------------------
Frederic B. Horne, as Trustee
of the Horne Family Voting
Trust - 1991
<PAGE>
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.
<PAGE>
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
<PAGE>
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.]
<PAGE>
The parties hereto have executed this Amendment to the Voting Trust
Agreement in one or more counterparts under seal as of the __th 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
<PAGE>
- ----------------------------------- -----------------------------------
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
<PAGE>
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
THE GEORGE B. HORNE VOTING TRUST AGREEMENT - 1997
THIS AGREEMENT is made as of the 26th day of August 1997, by and among
TIMOTHY P. HORNE, as the Trustee having Determination Power (as hereinafter
defined), and as the initial trustee hereunder hereinafter referred to, together
with his successors in trust as provided herein, as the "Trustees", WATTS
INDUSTRIES, INC., a Delaware corporation (the "Company"), TIMOTHY P. HORNE, as
trustee of The George B. Horne Trust - 1982, as Restated and Republished from
time to time, as a depositor of shares and recipient and holder of voting trust
certificates hereunder (in such capacity hereinafter sometimes referred to,
together with any other person or persons who hereafter might deposit shares in
this voting trust and thereby become holders of voting trust certificates
hereunder, individually as a "Depositor" and collectively as the "Depositors"),
and GEORGE B. HORNE individually (in such capacity hereinafter sometimes
referred to, together with the Depositors and any other person or persons who
are or hereafter become parties hereto as "Beneficiaries" hereunder or subject
hereto as holders of voting trust certificates, individually as a "Beneficiary"
and collectively as the "Beneficiaries").
WITNESSETH:
WHEREAS, the parties hereto desire to enter into this Agreement, effective
as of the date hereof, with a view toward promoting and enhancing the long-term
stability and growth of the Company; and
WHEREAS, the parties hereto agree that, pursuant to this Agreement and on
the terms and conditions set forth herein, the Trustees shall be granted the
sole and exclusive voting power
<PAGE>
in all matters with respect to those shares of capital stock of the Company
which are subject to this Agreement as set forth herein, together with the other
rights and powers specified herein; and
WHEREAS, the parties hereto intend that this Agreement will satisfy the
requirements of Section 218(a) of the Delaware General Corporation Law, as
amended (the "DGCL"), and be treated as a voting trust thereunder; and
WHEREAS, the Trustees have consented to act under this Agreement for the
purposes hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto mutually promise, covenant,
undertake and agree as follows:
1. Transfer of Stock to Trustees. The Depositor is, contemporaneously with
the execution of this Agreement, depositing with the Trustees one or more
certificates representing that number of shares of the Class B Common Stock of
the Company held by such Depositor as set forth opposite such Depositor's name
on Schedule A attached hereto, and each Beneficiary shall deposit with the
Trustees immediately upon receipt certificates representing any shares of
capital stock of the Company having voting powers which such Beneficiary
hereafter acquires or receives during the term of this Agreement other than (i)
shares of Class A Common Stock of the Company acquired by such Beneficiary under
any stock purchase, savings, option, bonus, stock appreciation, profit-sharing,
thrift, incentive, pension or similar plan of the Company,
<PAGE>
or acquired by such Beneficiary in any open market purchase, (ii) any shares of
Class B Common Stock listed on Schedule A as not being held pursuant to and
subject to this Agreement, if any, and (iii) shares of capital stock of the
Company issued as a stock dividend or pursuant to a stock split in respect of
any shares of capital stock of the Company held by such Beneficiary which are
not subject to this Agreement. All such stock certificates shall be so endorsed,
or accompanied by such instruments of transfer, as to enable the Trustees to
cause such certificates to be transferred into the names of the Trustees after
the filing of this Agreement as required by law, which the Trustees shall
forthwith cause to be done as hereinafter provided. Upon receipt by the Trustees
of the certificates for any such shares of stock and the transfer of the same
into the names of the Trustees, the Trustees shall hold the same subject to the
terms of this Agreement and shall issue and deliver to the depositors of shares
of stock hereunder voting trust certificates representing their interests in
such stock deposited pursuant to this Agreement. Except as specifically provided
in this Agreement, and without limitation of the voting rights of the Trustees
including in connection with any merger or other sale of the Company, the
Trustees shall not sell, assign, donate, pledge, encumber, grant any security
interest with respect to, hypothecate, or otherwise transfer or dispose of any
of the capital stock of the Company held pursuant to this Agreement.
During the term of this Agreement, no shares subject to this voting
trust may be withdrawn except in the manner provided below in this Section 1.
Any such withdrawal by a registered holder of voting trust certificates shall be
effected only by a written amendment to this Agreement in the form of Schedule B
attached hereto executed by the requisite number of Trustees then serving as
such hereunder then required to take action under Section 10. The Trustee having
the Determination Power shall have the right to consent to such amendment and
<PAGE>
withdrawal in his sole discretion and approval by such Trustee having the
Determination Power with respect to such amendment and withdrawal shall be
deemed to constitute approval of all Trustees at any time serving. If TIMOTHY P.
HORNE is not then serving as a Trustee hereunder, then consent to such amendment
and withdrawal shall be by the holders of a majority in interest of the voting
trust certificates hereunder then outstanding. Upon the surrender by such holder
to the Trustees of the voting trust certificate or certificates designated in
such amendment, the Trustees are authorized to deliver or cause to be delivered
to such holder (i) a certificate or certificates for the shares of the capital
stock of the Company so withdrawn, with any appropriate restrictive legends, and
(ii) a new voting trust certificate in respect of the remaining shares held
hereunder, if any signed in the manner contemplated by the terms of this
Agreement. Shares withdrawn from this voting trust, when so withdrawn, shall be
free of any restrictions imposed by this Agreement, but shall remain subject to
any and all restrictions imposed by other agreements or by law. Nothing in this
Section 1 or in any such amendment shall modify, amend, limit or terminate any
other restrictions contained in. or be construed as a consent to any transfer of
shares subject to this Agreement under, any other agreement or instrument,
unless such amendment specifically refers to such other agreement or instrument
and satisfies all requirements for amendment or waiver thereof (including
execution and delivery by appropriate parties).
The other provisions of this Section 1 notwithstanding, removal of shares
from this Voting Trust shall be required if the removal and liquidation of such
shares is needed to enable the Estate of a deceased holder of voting trust
certificates to pay its federal and/or state death or estate tax, and the other
assets of such estate are insufficient to pay such tax.
<PAGE>
Any depositor may request that he or she be allowed to withdraw one or
more shares of stock from the trust by filing a written request for withdrawal
with the Trustee of the Trust. Such written request shall set forth the number
of shares that the depositor wishes to withdraw from the trust and shall state
the intended purpose for the requested withdrawal of shares from the trust. Any
request for withdrawal of shares may be approved by the Trustee, within the
Trustee's absolute discretion, provided that the Trustee in his discretion shall
have determined that approval of the request for withdrawal shall not be adverse
to the best interests of Watts Industries, Inc. or its successors and provided
that the Trustee shall have determined that the request for withdrawal, if
approved, shall be in the best interests of the Class B Stockholders. All such
shares so withdrawn for any reason in accordance with these provisions shall be
subject to any restrictions imposed upon the said Class B Shares of the Common
Stock of Watts Industries, Inc., in accordance with any Stock Restriction
Agreement entered by or on behalf of such Holder during his or her lifetime.
2. Agreement. Copies of this Agreement and of every agreement supplemental
hereto or amendatory hereof shall be provided to the Trustees and to the
Company, and shall, prior to the issuance of voting trust certificates
hereunder, be filed with and maintained in the registered office of the Company
in Delaware and at such other place as the Trustees shall designate, and shall
be open to inspection daily during business hours by any Beneficiary. All voting
trust certificates shall be issued, received and held subject to all of the
terms of this Agreement. All persons and entities who accept a voting trust
certificate issued hereunder shall be bound by the provisions of this Agreement
with the same effect as if they were parties to this Agreement.
<PAGE>
All certificates for the Company's capital stock transferred and
delivered to the Trustees pursuant hereto shall be surrendered by the Trustees
to the Company and canceled and new certificates therefor shall be issued to and
held by the Trustees in their own names in their capacities as Trustees
hereunder and shall bear a legend indicating that the shares represented by such
certificate are subject to this Agreement (which fact shall also be stated in
the stock ledger of the Company).
3. Voting Trust Certificates. Each voting trust certificate to be issued
and delivered by the Trustees in respect of the capital stock of the Company, as
hereinbefore provided, shall state the number of shares which it represents,
shall be signed by the Trustees then in office, and shall be in substantially
the form of Schedule C attached hereto and bear the restrictive legend set forth
thereon, it being understood that during any period in which a Trustee has the
Determination Power (as hereinafter defined), voting trust certificates issued
hereunder may be signed by that Trustee alone and such Trustee's signature shall
be deemed for all purposes to constitute the signature and authorization of all
Trustees hereunder and to evidence conclusively that the issuance of the related
certificate is the act of all Trustees then serving.
4. Transfer of Certificates; Restrictions. The transfer of any voting
trust certificate (including without limitation any sale, assignment, donation,
pledge, encumbrance, grant of a security interest, hypothecation or other
transfer or disposition) shall be subject to any restrictions, conditions and
other provisions applicable to it or to the stock which it represents, whether
imposed by law, specified on the relevant certificate or specified in the
Restated Certificate of Incorporation of the Company, as amended (the "Restated
Certificate") (provided
<PAGE>
that any transfer of voting trust certificates without a transfer of the
underlying stock held in this voting trust shall in no way affect the voting
rights of such underlying stock, consistent with the terms of the Restated
Certificate), this Agreement or any other agreement. Any attempted transfer in
violation of such restrictions, conditions and other provisions shall be void ab
initio and the Trustees shall not register such transfer or recognize the
intended transferee as the holder of the voting trust certificate for any
purpose. To the extent permitted by law, voting trust certificates shall not be
subject to attachment, garnishment, judicial order, levy, execution or similar
process, however instituted, for satisfaction of a judgment or otherwise.
Subject to the foregoing provisions, the voting trust certificates
shall be transferable on the books of the Trustees, at such office as the
Trustees may designate, by the registered owner thereof, either in person or by
attorney duly authorized, upon surrender thereof, according to the rules
established for that purpose by the Trustees, and the Trustees may treat the
registered holder as the owner thereof for all purposes whatsoever, but they
shall not be required to deliver new voting trust certificates hereunder without
the surrender of such existing voting trust certificates for cancellation by the
Trustees at the time of their issuance of new voting trust certificates.
If a voting trust certificate is lost, stolen, mutilated or
destroyed, the Trustees, in their discretion, may issue a duplicate of such
certificate upon receipt of (a) evidence of such fact satisfactory to them; (b)
indemnity satisfactory to them; (c) the existing certificate, if mutilated; and
(d) their reasonable fees and expenses in connection with the issuance of a new
trust certificate.
<PAGE>
5. Termination Procedure. Upon the termination of the voting trust at any
time, as hereinafter provided, the Trustees shall mail written notice of such
termination to the registered owners of the outstanding voting trust
certificates at the address appearing on the transfer books of the Trustees.
From the date specified in any such notice (which date shall be fixed by the
Trustees) the voting trust certificates shall cease to have any effect, and the
holders of such voting trust certificates shall have no further rights under
this voting trust other than to receive certificates for shares of stock of the
Company or other property distributable under the terms hereof upon the
surrender of such voting trust certificates.
Within 30 days after the termination of this voting trust, the
Trustees shall deliver to the registered holders of all voting trust
certificates outstanding as of the date of such termination, stock certificates
for the number of shares of such class or classes of the Company's capital stock
represented thereby as to which they shall be entitled upon the surrender for
cancellation of such voting trust certificates, properly endorsed or accompanied
by properly endorsed instruments of transfer, if appropriate, at the place
designated by the Trustees, and after payment, if the Trustees so require, by
the persons entitled to receive such stock certificates, of a sum sufficient to
cover any stamp tax or governmental charge in respect of the transfer or
delivery of such stock certificates. Such certificates or shares shall bear such
legend referring to the restrictions on transfer of such shares as may be
required by this Agreement, by law or otherwise. Thereupon, all liability of the
Trustees for delivery of such certificates of shares shall terminate, and the
voting trust certificates representing the beneficial interest in the shares so
delivered by the Trustees shall be null and void.
<PAGE>
If upon such termination, one or more registered holders of
outstanding voting trust certificates shall fail to surrender such voting trust
certificates, or the Trustees for any reason shall be unable to comply with the
provisions of the preceding paragraph, the Trustees may, at any time subsequent
to 30 days after the termination of this Agreement, deposit with the Company
stock certificates representing the number of shares of capital stock
represented by such voting trust certificates, together with written
instructions authorizing the Company to deliver such stock certificates in
exchange for voting trust certificates representing a like interest in the
capital stock of the Company; and upon such deposit, all further liability of
the Trustees for the delivery of such stock certificates and the delivery or
payment of dividends upon surrender of the voting trust certificates shall
cease, and the Trustees shall not be required to take any further actions
hereunder.
Notwithstanding anything herein to the contrary, upon any extension
of this voting trust as contemplated by Section 13 hereof, the shares of stock
held herein with respect to which this voting trust is being extended shall
continue to be held by the Trustees and/or their successor Trustees rather than
being transferred to the registered holders of voting trust certificates in
respect thereof for recontribution, and in such event no transfer of such shares
shall be deemed to have occurred for any purpose.
6. Dividends. If any dividend in respect of the stock deposited with the
Trustee is paid, in whole or in part, in stock of the Company having voting
powers, the Trustees shall likewise hold, subject to the terms of this
Agreement, the stock certificates which are received by them on account of such
dividend, and the holder of each outstanding voting trust certificate
<PAGE>
representing stock on which such dividend has been paid shall be entitled to
receive a voting trust certificate issued under this Agreement for the number of
shares and class of stock received as such dividend with respect to the shares
represented by such voting trust certificate. Holders entitled to receive the
voting trust certificates issued in respect of such dividends shall be those
registered as such on the transfer books of the Trustees at the close of
business on the record date for such dividend.
If any dividend in respect of the stock deposited with the Trustees
is paid other than in capital stock of the Company having voting powers, then
the Trustees shall promptly distribute the same to the holders of outstanding
voting trust certificates registered as such at the close of business on the
record date for such distribution. Such distribution shall be made to such
holders of voting trust certificates ratably, in accordance with the number of
shares represented by their respective voting trust certificates.
In lieu of receiving cash dividends upon the capital stock of the
Company deposited with the Trustees and paying the same to the holders of
outstanding voting trust certificates pursuant to the preceding paragraph, the
Trustees may instruct the Company in writing to pay such dividends directly to
the holders of the voting trust certificates specified by the Trustees. Such
instructions are deemed given hereby and until receipt of written instructions
to the contrary from the Trustees, the Company agrees to pay such dividends
directly to the holders of the voting trust certificates. The Trustees may at
any time revoke such instructions and by written notice to the Company direct it
to make dividend payments to the Trustees. The
<PAGE>
Company shall not be liable to any holder of a voting trust certificate or any
person claiming to be entitled to any such dividends by reason of adhering to
any written instructions of the Trustees.
7. Subscription Rights. If any stock or other securities of the Company
are offered for subscription to all of the holders of any class of the Company's
captial stock depostied hereunder, the Trustees promptly, upon receipt of notice
of such offer, shall mail a copy thereof to each registered holder of the
outstanding voting trust certificates representing such class of capital stock.
Upon receipt by the Trustees, at least five days prior to the last day fixed by
the Company for subscription and payment, of a request for any such registered
holder of voting trust certificates to subscribe for such shares on behalf of
such registered holder, accompanied by the sum of money required to pay for such
stock or other securities, the Trustees shall make such subscription and
payment, and upon receipt from the Company of the certificates for shares or
other securities so subscribed for, shall issue to such registered holder a
voting trust certificate representing such shares if the same be stock of the
Company having voting powers, but if the same be shares or other securities
other than stock having voting powers, the Trustees shall mail or deliver such
securities to the voting trust certificate holder in whose behalf the
subscription was made, or may instruct the Company to make delivery directly to
the voting trust certificate holder entitled thereto.
8. Dissolution of the Company. In the event of the dissolution or total or
partial liquidation of the Company (other than in the event of a transaction
described in Section 9 below), whether voluntary or involuntary, the Trustees
shall receive the moneys, securities, rights or property to which the holders of
outstanding shares of the Company's captial stock deposited
<PAGE>
hereunder are entitled, and shall distribute the same among the registered
holders of voting trust certificates in proportion to their interests, as shown
by the transfer books of the Trustees, or the Trustees may in their discretion
deposit such moneys, securities, rights or property with any bank or trust
company with authority and instructions to distribute the same as above
provided, and upon such deposit, all further obligations or liabilities of the
Trustee in respect of such moneys, securities, rights or property so deposited
shall cease.
9. Reorganization or Sale of the Company. In the event that there occurs
(i) any merger or consolidation transaction involving the Company and one or
more other entities, or a transaction in which all or substantially all of the
assets of the Company are transferred to another entity or (ii) a transaction in
which stockholders of the Company transfer or exchange shares held by them
wholly or partially for capital stock of another entity having voting powers,
and in any such transaction securities of such entity having voting powers are
received by the Trustees in respect of the shares subject to this voting trust,
it being understood that in connection with any such transaction or otherwise
all voting powers in respect of shares subject to this voting trust shall be
exercised by the Trustees in accordance with the terms hereof and that shares
may be removed from this voting trust only in accordance with Section 1, thus
giving the Trustees all power and authority to vote all shares subject hereto in
connection with any such transaction, then in connection with any such
transaction the term "Company" for all purposes of this Agreement shall include
such successor entity, and the Trustees shall receive and hold under this
Agreement any such capital stock of such successor entity received on account of
the ownership, as Trustees hereunder, of the stock held hereunder immediately
prior to such transaction. Voting trust certificates issued and outstanding
under this Agreement at the time of such transaction may
<PAGE>
remain outstanding or the Trustees may, in their discretion, substitute for such
voting trust certificates new voting trust certificates in appropriate form and
with appropriate modifications to reflect the number of shares of other
securities then held, and the terms, "stock" and "capital stock" as used herein
shall be taken to include any securities which may be received by the Trustees
in lieu of all or any part of the capital stock of the Company.
In the event that there occurs any transaction described in the
preceding paragraph and in connection therewith the Trustees receive assets
other than capital stock having voting powers, the Trustees shall distribute
such assets to the registered holders of the outstanding voting trust
certificates hereunder pro rata on the basis of their respective interests in
the shares held hereunder and, if such consideration shall consist wholly of
such assets, this Agreement shall thereafter terminate.
10. Rights, Powers and Duties of Trustees. Until the actual delivery to
the holders of voting trust certificates issued hereunder of stock certificates
in exchange therefor, and until the surrender of such voting trust certificates
for cancellation, in each case in accordance with the terms of this Agreement,
title to all of the Company's stock deposited hereunder shall be vested in the
Trustees, who shall be deemed the holders of record of such shares for all
purposes, and the Trustees shall have the sole and exclusive right, acting as
hereinafter provided and subject to such limitations as are set forth herein, to
exercise, in person or by their nominees or proxies, all of the rights and
powers in respect of all stock deposited hereunder, including the right to vote
such stock and to take part in or consent to any corporate or stockholders'
action of any kind whatsoever, whether ordinary or extraordinary, subject to the
provisions hereinafter set forth.
<PAGE>
The right to vote shall include the right to vote in connection with the
election of directors and other resolution or proposed action of any character
whatsoever which may be presented at any meeting or require the consent of
stockholders of the Company. It is expressly understood and agreed that the
holders of voting trust certificates in their capacities as such shall not have
any right, either under said voting trust certificates or under this Agreement,
or under any agreement or doctrine or concept of law, express or implied, or
otherwise, with respect to any shares held by the Trustees hereunder to vote
such shares or to take part in or consent to any corporate action, or to do or
perform any other act or thing which the holders of the Company's common stock
of any class are now or may hereafter become entitled to do or perform.
No Trustee shall incur any responsibility in his capacity as
trustee, individually or otherwise, in voting the shares held hereunder or in
any matter or act committed or omitted to be done under or in connection with
this Agreement, or for any vote or act committed or omitted to be done by any
predecessor or successor Trustee, except for such Trustee's willful malfeasance.
The Trustees shall at all times keep, or cause to be kept, complete
and accurate records of all stock deposited with them hereunder, the identity,
addresses and ownership of the Depositors and Beneficiaries, and all voting
trust certificates issued by the Trustee. Such records shall be open to
inspection by any Depositor or Beneficiary under this Agreement on reasonable
notice given to the Trustees at their usual place of business during their
normal business hours.
Whenever action is required of the Trustees, such action may be
taken by written consent signed by the requisite number of Trustees or by vote
of the requisite number of Trustees
<PAGE>
at a meeting of the Trustees. So long as there are two (2) or more Trustees
hereunder, the concurrence of both (if there are two (2) Trustees) or a majority
(if there are more than two (2) Trustees) of the Trustees then serving shall be
necessary and sufficient for the validity of any action taken by the Trustees,
and if at any time there is one Trustee hereunder (subject to Section 11) such
Trustee's action shall be necessary and sufficient for the validity of any
action taken by the Trustees. Notwithstanding the foregoing, if at any time
TIMOTHY P. HORNE and or any other person shall serve as co-Trustees hereunder,
and if for any reason the Trustees shall fail to concur with respect to any
action proposed to be taken by the Trustees under or pursuant to this Agreement
(including without limitation any voting decision, any amendment in connection
with the withdrawal of shares as contemplated by Section 1, any other trust
amendment or trust termination), then TIMOTHY P. HORNE, for so long as he is
serving as a Trustee hereunder, shall have the power (such power being herein
called the "Determination Power") to determine in his sole discretion, whether
or not such proposed action is to be taken and upon his approval such action
when and if taken shall have the same force and effect as if both or all of the
Trustees had agreed with respect thereto. Any and all documents or instruments
executed by or on behalf of the Trustees hereunder (including without limitation
voting trusting certificates) may be executed by Timothy P. Horne alone and his
signature shall evidence conclusively the authorization and all of the Trustees
hereunder.
In the event that TIMOTHY P. HORNE shall cease to serve as a Trustee
hereunder, then no Trustee hereunder shall have the Determination Power, except
in accordance with a duly-published amendment to this Agreement adopted in
accordance with the terms hereof,
<PAGE>
provided, however, that the foregoing shall not be deemed to limit the authority
of any person serving as a sole Trustee under and in accordance with this
Agreement.
11. Remaining Trustees; Successor Trustees; Successors' Determination
Power At least one (1) individual shall serve as a Trustee hereunder during any
period in which TIMOTHY P. HORNE serves as a Trustee hereunder. The said TIMOTHY
P. HORNE shall have full discretionary authority to serve as the sole Trustee
until such time as he shall determine that he is unwilling or unable to so serve
and shall have resigned by written instrument, or until his death or permanent
incapacity or disability. During any period following TIMOTHY P. HORNE's service
as a Trustee hereunder (subject to the further provisions of this Section 11 as
set forth in the second paragraph hereof), there shall be at least two (2)
Trustees hereunder. Notwithstanding the preceding two sentences or any other
provisions of this Agreement or otherwise to the contrary, if at any time no
Trustee shall be serving hereunder for any reason (as a result, for example, of
the deaths of the Trustees), then this Agreement and the voting trust created
hereby shall nevertheless remain in existence and in full force and effect until
a new Trustee shall be appointed in accordance with this Section 11. All
Trustees hereunder shall be individuals. Trustees shall in no event be subject
to removal for any reason and any Trustee hereunder shall serve until his or her
resignation, death, permanent disability or incapacity (as hereinafter defined).
Any Trustee hereunder may resign by a signed instrument delivered to the
remaining Trustee or Trustees, if any, or otherwise to the registered holders of
the outstanding voting trust certificates.
<PAGE>
The following provisions shall govern the succession of Trustees
hereunder. In the event TIMOTHY P. HORNE shall cease to serve as a Trustee
hereunder, then Attorney WALTER J. FLOWERS, NOAH T. HERNDON, and Attorney JOHN
R. LECLAIRE shall thereupon become Co-Trustees hereunder if they are then living
and willing and able to serve as such. In the event that either WALTER J.
FLOWERS, NOAH T. HERNDON, or JOHN R. LECLAIRE shall be unwilling or unable to
serve as a Co-Trustee, then a Primary Designee or a Secondary Designee (as
defined hereinbelow) shall be appointed to serve in the stead of a named
Co-Trustee who shall be unwilling or unable to serve in that capacity. In the
event that any one of WALTER J. FLOWERS, NOAH T. HERNDON, JOHN R. LECLAIRE or
any Primary Designee or Secondary Designee is unable or unwilling or shall
otherwise fail to serve as a Trustee hereunder at the time he would otherwise
become such, or after becoming a Co-Trustee shall cease to serve as such for any
reason, then there shall continue to be two (2) trustees hereunder, and a person
or the persons indicated below (if available) shall become a Co-Trustee or
Trustees in accordance with the following line of succession in order that there
will ultimately be three (3) Co-Trustees to serve in such office in accordance
with the terms of this Trust:
(1) First, any individual designated as the "Primary Designee" in
accordance with the following paragraph of this Section 11;
(2) Next, any individual designated as the "Secondary Designee" in
accordance with the following paragraph of this Section 11; and
<PAGE>
(3) Then, one (1) or two (2) individuals (as applicable) appointed by
the holders of a majority in interest of the voting trust
certificates then outstanding,
such that in the event the individual or individuals contemplated to serve as a
Trustee or Trustee(s) hereunder for any reason fail or are unable to serve as
such at the time he or they would otherwise be a Trustee or Trustees hereunder
or thereafter cease to serve as such for any reason, or if no designation of a
Primary Designee and/or a Secondary Designee shall be in effect, then the next
available individual in the line of succession shall become a Trustee hereunder,
provided, however, that if for any reason there shall ever be a single Trustee
hereunder during any period following TIMOTHY P. HORNE's service as a Trustee
hereunder, then such sole Trustee shall be authorized to take all actions on
behalf of the Trustee until such time as another Trustee shall be appointed,
provided that the party or parties authorized to designate a successor or
successors shall endeavor to do so promptly. In the event of any disagreement
between the Co-Trustees with regard to any issue involving the Trust, the
majority vote of the Trustees then in office shall be determinative of any issue
which shall be considered by the Trustees.
At any time TIMOTHY P. HORNE, if then living and not then subject to
any incapacity (as hereinafter defined) may by written instrument signed and
filed with the registered office of the Company in Delaware, designate (i) an
individual to serve as Primary Designee in the line of succession contemplated
by this Section 11 (the "Primary Designee"), and (ii) if he so elects, an
additional individual to succeed, or to serve in lieu of or with the Primary
Designee as a trustee hereunder (the "Secondary Designee") as also contemplated
by this Section 11. Any such designation shall also be revocable by a written
instrument signed by TIMOTHY P. HORNE if
<PAGE>
then living and not then subject to any incapacity (as hereinafter defined), and
filed with the registered office of the Company in Delaware at any time prior to
the time at which a designated successor becomes a Trustee hereunder. It is
understood that the provisions of this Section 11 are intended to permit the
designation of up to two individuals to become Trustees in accordance with the
line of succession as Trustees hereunder, and while designations of particular
individuals may be revoked and a new individual designated in his or her place
(such as in the case of a designee's death, for example), no more than two
individuals may become Trustees hereunder pursuant to a designation as a Primary
or Secondary Designee absent an amendment to this Agreement, it being understood
that in event a Secondary Designee becomes a Trustee hereunder because a Primary
Designee shall have failed to serve as a Trustee hereunder, then the individual
who becomes a Trustee hereunder shall be deemed the Primary Designee and the
individuals so empowered in this paragraph may thereafter name a new Secondary
Designee in accordance with the terms hereof. In the event that TIMOTHY P. HORNE
dies or becomes subject to any incapacity (as hereinafter defined), the power
designated in this paragraph shall become personal to and may be exercised only
by the individuals named in this paragraph in accordance with the terms hereof.
The provisions of this paragraph are intended to be permissive and shall
authorize, but not require, the appointment of a Primary or Secondary Designee.
In the event of the permanent disability or incapacity of a Trustee,
he shall cease to serve in that capacity as provided in this paragraph. For
purposes of this Agreement, "permanent disability" shall mean any physical or
mental disability or incapacitation that precludes a Trustee from performing his
responsibilities under this Agreement and which is not capable of cure or
correction, and "incapacity" shall mean any mental state by reason of which the
individual in
<PAGE>
question would not be deemed competent under the law of his state of principal
residence. If permanent disability or incapacity is claimed with respect to a
Trustee or other person, said permanent disability or incapacity shall be
evidenced by a written certification (a "Certification") signed by two doctors
attending such Trustee or other person, which doctors shall be licensed to
practice medicine in the state of the relevant person's principal residence, and
, in the case of a Trustee, such Trustee shall cease to serve in such capacity
upon receipt by a co-Trustee, successor Trustee or the registered holders of the
voting trust certificates then outstanding, as the case may be, of a
Certification. Absent a Certification, the individual in question shall be
presumed to be not subject to any permanent disability or incapacity and he
shall be recognized as a duly-appointed Trustee of this Trust.
The rights, powers and privileges of each of the Trustees named
hereunder shall be possessed by any successor Trustee with the same effect as
though such successor had originally been a party to this Agreement; provided,
however, that no Trustee or successor Trustee hereunder shall possess the
Determination Power referred to in Section 10 unless it is specifically
conferred upon such Trustee pursuant to the provisions hereof.
In any other circumstance, no Trustee hereunder other than TIMOTHY P.
HORNE shall have the Determination Power. In the event that there shall be more
than one Trustee serving at any time, and in the event that the Trustees shall
not concur on matters not specifically contemplated by the terms of this
Agreement, the Trustees shall consider such matter and they shall vote among
them to determine the disposition of the issue among them, [bearing in mind the
relative interests of the Shareholders, the Corporation, and the Depositors into
this Trust]. The
<PAGE>
majority vote of the Trustees shall be determinative and shall resolve the
matter after giving due consideration to the purposes of this Trust.
Each Trustee shall affix his signatures to this Agreement and each
successor Trustee appointed pursuant to this Section 11 shall accept appointment
or election hereunder by affixing his signature to this Agreement at the time he
becomes a Trustee hereunder. By affixing their signatures to this Agreement, the
Trustees and each successor Trustee agree to be bound by the terms hereof.
Reference in this Agreement to "Trustees" means the Trustee or
Trustees at the time acting in that capacity, whether an original Trustee or any
additional or successor Trustee, as the context requires.
12. Compensation and Reimbursement of Trustees. Each Trustee shall serve
without compensation. The Trustees shall have the right to incur and to pay such
reasonable expenses and charges and to employ and pay such agents, attorneys and
counsel as they may deem necessary and proper. Any such expenses or charges
incurred by and due to the Trustees may be deducted from the dividends, proceeds
or other moneys or property received by the Trustees in respect of the stock
deposited hereunder or may be payable by the Company in its discretion. Nothing
herein contained shall disqualify any Trustee or any successor Trustee,
including without limitation any person named as a Primary or Secondary
Designee, or any firm in which he is interested, from serving the Company or any
of its subsidiaries as an officer or director or in any other capacity(including
without limitation as legal counsel, financial adviser or
<PAGE>
lender), holding any class of stock in the Company, becoming a creditor of the
Company or otherwise dealing with it in good faith, depositing his stock in
trust pursuant to this Agreement, voting for himself as a director of the
Company in any election thereof, or taking any other action as a Trustee
hereunder in connection with any matter in which such Trustee has any direct or
indirect interest. The provisions of the foregoing notwithstanding, each Trustee
shall be entitled to be fully indemnified by the assets of the voting trust and
the holders of outstanding voting trust certificates, pro rata in accordance
with their interests at the time of the relevant payment, against all costs,
charges, expenses, loss, liability and damage (except for damage caused by his
own willful malfeasance) incurred by him in the administration of this trust or
in the exercise of any power conferred upon the Trustees by this Agreement.
13. Amendment; Termination. This Agreement may be amended by a written
amendment signed by the number of Trustees authorized to take action at the
relevant time under Section 10, or, if the Trustees (if more than one) do not
concur with respect to any proposed amendment at any time when any Trustee holds
the Determination Power, then by the Trustee having the Determination Power,
which approval shall constitute approval of all of the Trustees then serving
and, except as contemplated by Section 1, by registered holders of a majority of
the voting trust certificates then outstanding; provided, however, that no such
amendment shall modify or amend the provisions of the following two paragraphs
without the written consent of each individual Depositor or the Trustee of each
Trust Depositor who is living at the time of such proposed amendment. 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.
<PAGE>
This Agreement may be terminated only by a written instrument signed
by the number of Trustees authorized to take action at the relevant time under
Section 1 or, if the Trustees (if more than one) do not concur with respect to
any proposed termination at any time when any Trustee holds the Determination
Power, then by the Trustee having the Determination Power, which approval shall
constitute approval of all of the Trustees, registered holders of a majority of
the voting trust certificates then outstanding and each individual Depositor or
the Trustee of each Trust Depositor who is living at the time of the proposed
termination.
If not previously terminated in accordance with the terms hereof
(including under the circumstances contemplated by the provisions of Section 9)
this Agreement shall terminate on the day which is twenty-four (24) years after
the date first entered above upon this GEORGE B. HORNE VOTING TRUST AGREEMENT -
1997, provided, however, that at any time within two (2) years prior to such
date (or prior to any subsequent date of termination fixed in accordance with
the provisions hereof and of 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 twenty-four (24) years from the expiration date as originally fixed or
as last extended. The foregoing right of extension shall be exercisable in
respect of particular shares subject hereto by (i) the individual Depositor who
originally deposited the relevant shares, if the Depositor is then living and is
not subject to any incapacity at the time of the proposed extension, and if so
exercised such extension shall be binding upon any and all holders of voting
trust certificates in respect of the shares deposited hereunder by such
individual Depositor, (ii) the trustee of any trust Depositor which deposited
the relevant shares, including without limitation any trust Depositor which is a
revocable trust, which
<PAGE>
trustee is then 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 deposited hereunder by such trust
Depositor 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 only of
clauses (i) or (ii) of this paragraph and not of clause (iii) shall govern any
extension with respect to shares referred to therein if and to the extent a
Depositor referred to therein is available to consent to such extension. Any
such action to extend this Agreement shall be binding upon the Trustees and
Depositor and upon all holders of the related voting trust certificates
(including without limitation trustees, officers, beneficiaries and owners of
any trust or other entity which is such a holder thereof) and any and all
successors in interest of any of the foregoing (including without limitation any
holder of voting trust certificates representing shares deposited by any
Depositor consenting or on whose behalf consent is given by the relevant trustee
to such extension in the manner provided above, and any Beneficiary or successor
of a Beneficiary of any trust Depositor. Extensions in accordance with this
Section 13 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 provisions of Section
5.
14. Notices; Distributions. Unless otherwise specifically provided in this
Agreement, any notice to or communication with any holder of any voting trust
certificate or other party
<PAGE>
hereunder shall be deemed to be sufficiently given or made if mailed, postage
prepaid, to such holder at his or her address appearing on the books of the
trust, which shall in all cases be deemed to be the address of such holder for
all purposes under this Agreement, without regard to what other or different
addresses of which the Trustees may have notice. Every notice so given shall be
effective, whether or not received, and the date of mailing shall be the date
such notice is deemed given for all purposes.
Any notice to any Trustee hereunder shall be sufficient if mailed,
postage prepaid, by certified or registered mail to him, with a copy sent to the
Company at Watts Industries, Inc.,. Route 114 and Chestnut Street, North
Andover, Massachusetts 01845.
Subject to Section 6 hereof, all distributions of cash, securities,
or other property hereunder by the Trustees to the holders of voting trust
certificates may be made, in the discretion of the Trustees, by mail (regular,
registered or certified mail, as the Trustees may deem advisable), in the same
manner as hereinabove provided for the giving of notices to the holders of
voting trust certificates.
15. Construction. This Agreement is to be construed as a Delaware
contract, is to take effect as a sealed instrument, and is binding upon and
inures to the benefit of the parties hereto and their heirs, executors,
administrators, representatives, successors and permitted assigns. In case any
one or more of the provisions or parts of a provisions contained in this
Agreement or in any voting trust certificate hereunder shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceablitity shall not
<PAGE>
affect any other provision or part of
a provision hereof or thereof, but this Agreement and such voting trust
certificates shall be construed as if such invalid or illegal or unenforceable
provision or part of a provision had never been contained herein, and the
parties will use their best efforts to substitute a valid, legal and enforceable
provision which, insofar as practicable, implements the purposes and intents
thereof.
16. Gender. Words used in this Agreement, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural (and all references to the `Trustees' shall refer to
the Trustee then serving if only one Trustee is then serving), and any other
gender, masculine, feminine, or neuter, as the context requires.
17 Execution. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute but one and the same instrument.
END
<PAGE>
IN WITNESS WHEREOF, the parties hereof have executed this Agreement under
seal, all as of this day and year first above written.
- ----------------------------------- -------------------------------
Timothy P. Horne, as Trustee George B. Horne, Individually,
and as the Depositor, as
Beneficiary of the GBH Trust -
1982, as Currently Republished
Timothy P. Horne, as Trustee of the Watts Industries, Inc.
George B. Horne Trust - 1982
as Currently Republished
___________________________________ By: _________________________________
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Timothy P. Horne
as Trustee of 2,104,600 20,000
The George B. Horne
Trust - 1982 as
Currently Republished
<PAGE>
SCHEDULE B
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, [___________________] and [___________________] are Trustees
under a Voting Trust Agreement dated as of August 1997, such Voting Trust
Agreement, being referred to herein as the "Agreement"); and
WHEREAS, [____________________] desires to withdraw [_______(_____]
shares of Class B Common Stock of Watts Industries, Inc., a Delaware
corporation.
WHEREAS, the Trustees and the holders of not less than a majority in
interest of the voting trust certificates outstanding hereunder desire to
consent and agree to the above-described transactions.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
The parties hereto do hereby consent to the withdrawal of such shares and to
amend Schedule A to the Agreement by amending and restating Schedule A in its
entirety to read as follows:
<PAGE>
SCHEDULE A
Number of Class B Stock
Name Shares Certificate No.
[Name of Registered Holders] [___________] [___________]
2. Except as hereinabove provided, the parties ratify and confirm the Agreement
in all respects.
The parties hereto have executed this Amendment to the Agreement in
one or more counterparts under seal as of the [___] th day of [_____], 19 [___].
[Signatures to be added per the terms of the
Agreement]
<PAGE>
SCHEDULE C
----------
FORM OF
VOTING TRUST CERTIFICATE
------------------------
This Voting Trust Certificate has not been registered under the
Securities Act of 1933, as amended, and may not be sold or otherwise transferred
unless (a) covered by an effective registration statement under the Securities
Act of 1933, as amended, or (b) the trustees and the Company have been furnished
with an opinion of counsel satisfactory to them to the effect that no
registration is legally required for such transfer.
This Voting Trust Certificate has been issued under, and is subject
to, a certain Voting Trust Agreement, dated as of August ___, 1997, by and among
the Company and Timothy P. Horne as Trustee, and certain other persons, (as
identified on Schedule A of said Agreement as amended), a copy of which will be
furnished by the Company to the holder of this Voting Trust Certificate upon
written request and without charge, and this Voting Trust Certificate can only
be transferred subject to, and in accordance with, such Agreement.
This Voting Trust Certificate is subject to restrictions on transfer
contained in the Company's Restated Certificate of Incorporation, as amended, a
copy of which restrictions will be provided to the holder of this Voting Trust
Certificate upon request and without charge.
<PAGE>
The shares represented by this Voting Trust Certificate are subject to
restrictions on transfer pursuant to a Stock Restriction Agreement, a copy of
which will be furnished by the Company to the holder of this Voting Trust
Certificate upon written request and without charge.
No. __________ Shares: _____________
This certificate that the undersigned trustee has received a
certificate or certificates in the name of _____________________ evidencing
ownership of ______________ shares of the [Class B Common Stock of Watts
Industries, Inc., a Delaware corporation (the "Company"),] and that said shares
are held subject to all of the terms and conditions of a certain Voting Trust
Agreement dated as of the _____ day of August, 1997 (the "Agreement"), and are
entitled to all of the benefits set forth in the Agreement. Copies of the
Agreement and of every amendment and supplement thereto are on file at the
office of the Company and shall be available for the inspection of every
Beneficiary thereof or party thereto during normal business hours. The holder of
this Certificate, which is issued, received and held under the Agreement, by
acceptance hereof, assents to and is bound by the Agreement with the same effect
as if the Agreement has been signed by him in person.
The shares of stock represented by this Certificate bear the legend:
<PAGE>
"These shares are subject to a certain Voting Trust Agreement,
dated as of August _____, 1997, by and among the Company and Timothy P. Horne as
trustee, and certain other persons, [as amended] a copy of which will be
furnished by the Company to the holder of this Certificate upon written request
and without charge, and these shares can only be transferred subject to, and in
accordance with , such Agreement."
Subject to the provisions of the foregoing and the Agreement, this
Certificate is transferable only on the books of the Trustees by the registered
holder in person or his duly authorized attorney, and the holder hereof, by
accepting this certificate, manifests his consent that the trustees may treat
the registered holder hereof as the true owner for all purposes, except the
delivery of stock certificates, which delivery shall not be made without the
surrender of this certificate or otherwise pursuant to the Agreement.
IN WITNESS WHEREOF, _____________________ [and __________________],
trustee, [have] [has] executed this certificate as of this ____th day of
_________________, 19___.
_____________________________
_________________, as Trustee
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Timothy P. Horne 2,751,220
28-a
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Timothy P. Horne
as Trustee of 1,335,840
The Daniel W. Horne
Trust - 1980
28-b
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Timothy P. Horne
as Trustee of 1,335,840
The Deborah Horne
Trust - 1976
28-c
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Tara V. Horne 50,000
28-d
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Timothy P. Horne
as Trustee of 30,200
The George B. Horne
Grandchildren Trust - 1995
F/B/O Tara V. Horne
28-e
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Timothy P. Horne
as Trustee of 22,600
The George B. Horne
Grandchildren Trust - 1995
F/B/O Tiffany Horne
28-f
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Judith Rae Horne
as Trustee of 163,520
The Tiffany Horne
Trust - 1984
28-g
<PAGE>
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Judith Rae Horne
as Custodian for 44,220
Tiffany Rae Horne
under the MA Uniform
Gifts to Minors Act
28-h
AMENDMENT NUMBER FOUR
WATTS INDUSTRIES, INC.
RETIREMENT PLAN FOR SALARIED EMPLOYEES
WHEREAS, Watts Industries, Inc. (the "Sponsoring Employer") established the
Watts Industries, Inc. Retirement Plan For Salaried Employees (the "Plan") which
was amended and restated effective as of January 1, 1994;
WHEREAS, pursuant to Section 13.01 of the Plan, the Sponsoring Employer reserved
the right to amend the Plan; and
WHEREAS, the Sponsoring Employer desires to amend the Plan to reflect the sale
of Henry Pratt Company and James Jones Company and for other administrative
matters.
NOW, THEREFORE, except as otherwise provided, the Plan is hereby amended
effective September 4, 1996 as follows:
1. Section 1.16 of the Plan is amended by deleting James Jones Company and
Henry Pratt Company from the list of entities which are considered to be
an "Employer".
2. Section 1.16 of the Plan is amended effective July 1, 1996 by adding
Webster Valve, Inc. to the list of entities which are considered to be an
"Employer".
3. Section 3.01(b)(ii) is amended by deleting that last sentence thereof and
substituting the following in its place:
"Service for benefit accrual purposes shall begin on or after
January 1, 1987 and shall end on the earlier of September 4, 1996 or
the date a Participant terminates his Service."
4. Section 3.01(b)(viii) is amended by deleting the last sentence thereof and
substituting the following in its place:
"Service for benefit accrual purposes shall begin on or after
October 1, 1993 and shall end on the earlier of September 4, 1996 or
the date a Participant terminates his Service."
5. Section 6.02 is amended by adding the following new paragraph to the end
thereof:
(c) Effective September 4, 1996, a Participant who is an Employee of
Henry Pratt Company of James Jones Company on September 4, 1996
shall be 100% vested and shall be entitled to a deferred vested
benefit commencing on his Normal Retirement
<PAGE>
Date equal to his Accrued Normal Retirement Benefit determined in
accordance with the provisions of Section 6.021(c).
6. Effective January 1, 1996, Section 2.05 is amended by adding the following
sentence to the end thereof:
"During any computation period in which an Eligible Employee's Hours
of Service cannot be determined, the Eligible Employee shall be
credited with 190 Hours of Service for each month during such period
in which he or she completes one Hour of Service."
7. Section 5.032, as amended by Amendment Number One, is hereby clarified by
deleting the third paragraph thereof and inserting the following in its
place:
"Notwithstanding the above, in the case of a Participant whose
Compensation for a Plan Year beginning prior to January 1, 1994
exceeded $150,000, such Participant's Accrued Benefit shall not be
less than an amount equal to the sum of his or her Accrued Benefit
determined as of December 31, 1993 plus an amount equal to the
Participant's Accrued Benefit determined in accordance with the
provisions of this Section 5.032 based on Years of Benefit Service
earned by the Participant after December 31, 1993."
IN WITNESS WHEREOF, Watts Industries, Inc. has caused this instrument to be
executed by its authorized officer and its seal affixed hereto this ____ day of
___________ , 1996.
WATTS INDUSTRIES, INC.
By:___________________________________
AMENDMENT NO. 2 TO THE LETTER OF CREDIT,
REIMBURSEMENT AND GUARANTY AGREEMENT
THIS AMENDMENT NO. 2 TO THE LETTER OF CREDIT, REIMBURSEMENT AND GUARANTY
AGREEMENT, dated as of October 1, 1996, by and among SPENCE ENGINEERING COMPANY,
INC., a Delaware corporation (the "Borrower"), WATTS INDUSTRIES, INC., a
Delaware corporation (the "Guarantor") and FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, a national banking association organized and existing under the laws
of the United States with its principal offices located in Charlotte, North
Carolina (the "Bank");
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantor and the Bank have previously entered
into the Letter of Credit, Reimbursement and Guaranty Agreement, dated as of
June 1, 1994, as amended by Amendment No. 1 to the Letter of Credit,
Reimbursement and Guaranty Agreement, dated as of August 1, 1996 (collectively,
the "Agreement"), pursuant to which the Bank has issued its irrevocable letter
of credit, dated June 17, 1994; and
WHEREAS, the Borrower, the Guarantor and the Bank now desire to amend
certain provisions of the Agreement;
NOW, THEREFORE, in consideration of the premises, mutual covenants
hereinafter contained and other good and valuable consideration, the Borrower,
the Guarantor and the Bank do hereby amend the Agreement as follows:
Section 1. Section 7.7 of the Agreement Amended. Section 7.7 of the
Agreement is hereby amended by deleting in its entirety said Section 7.7 of the
Agreement and inserting in lieu of the following:
"7.7. Current Ratio. The Guarantor will not permit the ratio of
Consolidated Current Assets to Consolidated Current Liabilities, at any
time, to be less than 2.00 to 1.00."
Section 2. Effect of Modification and Amendment of Agreement. The
Agreement shall be deemed to be modified and amended in accordance with the
provisions of this Amendment No. 2 to the Agreement and the respective rights,
duties and obligations of the Borrower, the Guarantor and the Bank under the
Agreement shall remain to be determined, exercised and enforced under the
Agreement subject in all respects to such modifications and amendments in
writing, and all the terms and conditions of this Amendment No. 2 to the
Agreement shall be part of the terms and conditions of the Agreement for any and
all purposes. All the other terms of the Agreement shall continue in full force
and effect subject to the amendments set forth herein.
<PAGE>
Section 3. Representations and Warranties. The Borrower and the Guarantor
each represent and warrant to the Bank as follows:
(a) Representations and Warranties in Agreement. The representations and
warranties of the Borrower and the Guarantor contained in the Agreement
(i) were true and correct when made, and (ii) after giving effect to this
Amendment No. 2, continue to be true and correct on the date hereof
(except to the extent of changes resulting from transactions contemplated
or permitted by the Agreement, as amended hereby, and changes occurring in
the ordinary course of business that singly or in the aggregate are not
materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date).
(b) Authority. The execution and delivery by each of the Borrower and the
Guarantor of this Amendment No. 2 and the performance by each of the
Borrower and the Guarantor of all of its respective agreements and
obligations under this Amendment No. 2 are within its corporate authority,
have been duly authorized by all necessary corporate action and do not and
will not: (i) contravene any provision of its charter documents or any
amendment thereof; (ii) conflict with, or result in a breach of any
material term, condition or provision of, or constitute a default under or
result in the creation of any mortgage, lien, pledge, charge, security
interest or other encumbrance upon any of its property under any
agreement, deed of trust, indenture, mortgage or other instruments to
which it is a party or by which any of its properties are bound including,
without limitation, any of the Other Agreements; (iii) violate or
contravene any provision of any law, statute, rule or regulation to which
the Borrower or the Guarantor is subject or any decree, order or judgment
of any court or governmental or regulatory authority, bureau, agency or
official applicable to the Borrower or the Guarantor; (iv) require any
waivers, consents or approvals by any of its creditors which have not been
obtained; or (v) require any approval, consent, order, authorization or
license by, or giving notice to, or taking any other action with respect
to, any governmental or regulatory authority or agency under any provision
of any law, except (A) those actions which have been taken or will be
taken prior to the date of execution of this Amendment No. 2 and (B)
filings with the Securities and Exchange Commission to be made on or prior
to May 15 September 30, 1996.
(c) Enforceability of Obligations. This Amendment No. 2 and the Agreement,
as amended hereby, constitute the legal, valid and binding obligations of
the Borrower and the Guarantor enforceable against the Borrower and the
Guarantor in accordance with their respective terms, provided that: (i)
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application
affecting the rights and remedies of creditors; and (ii) the availability
of the remedies of specific performance and injunctive relief may be
subject to the discretion of the court before which any proceedings for
such remedies may be brought.
<PAGE>
Section 4. Counterparts. This Amendment No. 2 to the Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Borrower, the Guarantor and the Bank have caused
this Amendment No. 2 to the Agreement to be executed in their respective names
and their respective seals to be hereunto affixed and attested by their duly
authorized representatives, all as of the date first above written.
THE BORROWER:
SPENCE ENGINEERING COMPANY, INC.
By:__________________________________
Title:
THE GUARANTOR:
WATTS INDUSTRIES, INC.
By:__________________________________
Title:
<PAGE>
THE BANK:
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
ATTEST: By:_______________________________
Title: _________________________
- ----------------------------
Title:
(Corporate Seal)
AMENDMENT NO. 2 TO THE LETTER OF CREDIT,
REIMBURSEMENT AND GUARANTY AGREEMENT
THIS AMENDMENT NO. 2 TO THE LETTER OF CREDIT, REIMBURSEMENT AND GUARANTY
AGREEMENT, dated as of October 1, 1996, by and among LESLIE CONTROLS, INC., a
New Jersey corporation (the "Borrower"), WATTS INDUSTRIES, INC., a Delaware
corporation (the "Guarantor") and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a
national banking association organized and existing under the laws of the United
States with its principal offices located in Charlotte, North Carolina (the
"Bank");
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantor and the Bank have previously entered
into the Letter of Credit, Reimbursement and Guaranty Agreement, dated as of
July 1, 1994, as amended by Amendment No. 1 to the Letter of Credit,
Reimbursement and Guaranty Agreement, dated as of August 1, 1996 (collectively,
the "Agreement"), pursuant to which the Bank has issued its irrevocable letter
of credit, dated August 4, 1994; and
WHEREAS, the Borrower, the Guarantor and the Bank now desire to amend
certain provisions of the Agreement;
NOW, THEREFORE, in consideration of the premises, mutual covenants
hereinafter contained and other good and valuable consideration, the Borrower,
the Guarantor and the Bank do hereby amend the Agreement as follows:
Section 1. Section 7.7 of the Agreement Amended. Section 7.7 of the
Agreement is hereby amended by deleting in its entirety said Section 7.7 of the
Agreement and inserting in lieu of the following:
"7.7. Current Ratio. The Guarantor will not permit the ratio of
Consolidated Current Assets to Consolidated Current Liabilities, at any
time, to be less than 2.00 to 1.00."
Section 2. Effect of Modification and Amendment of Agreement. The
Agreement shall be deemed to be modified and amended in accordance with the
provisions of this Amendment No. 2 to the Agreement and the respective rights,
duties and obligations of the Borrower, the Guarantor and the Bank under the
Agreement shall remain to be determined, exercised and enforced under the
Agreement subject in all respects to such modifications and amendments in
writing, and all the terms and conditions of this Amendment No. 2 to the
Agreement shall be part of the terms and conditions of the Agreement for any and
all purposes. All the other terms of the Agreement shall continue in full force
and effect subject to the amendments set forth herein.
<PAGE>
Section 3. Representations and Warranties. The Borrower and the Guarantor
each represent and warrant to the Bank as follows:
(a) Representations and Warranties in Agreement. The representations and
warranties of the Borrower and the Guarantor contained in the Agreement
(i) were true and correct when made, and (ii) after giving effect to this
Amendment No. 2, continue to be true and correct on the date hereof
(except to the extent of changes resulting from transactions contemplated
or permitted by the Agreement, as amended hereby, and changes occurring in
the ordinary course of business that singly or in the aggregate are not
materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date).
(b) Authority. The execution and delivery by each of the Borrower and the
Guarantor of this Amendment No. 2 and the performance by each of the
Borrower and the Guarantor of all of its respective agreements and
obligations under this Amendment No. 2 are within its corporate authority,
have been duly authorized by all necessary corporate action and do not and
will not: (i) contravene any provision of its charter documents or any
amendment thereof; (ii) conflict with, or result in a breach of any
material term, condition or provision of, or constitute a default under or
result in the creation of any mortgage, lien, pledge, charge, security
interest or other encumbrance upon any of its property under any
agreement, deed of trust, indenture, mortgage or other instruments to
which it is a party or by which any of its properties are bound including,
without limitation, any of the Other Agreements; (iii) violate or
contravene any provision of any law, statute, rule or regulation to which
the Borrower or the Guarantor is subject or any decree, order or judgment
of any court or governmental or regulatory authority, bureau, agency or
official applicable to the Borrower or the Guarantor; (iv) require any
waivers, consents or approvals by any of its creditors which have not been
obtained; or (v) require any approval, consent, order, authorization or
license by, or giving notice to, or taking any other action with respect
to, any governmental or regulatory authority or agency under any provision
of any law, except (A) those actions which have been taken or will be
taken prior to the date of execution of this Amendment No. 2 and (B)
filings with the Securities and Exchange Commission to be made on or prior
to September 30, 1996.
(c) Enforceability of Obligations. This Amendment No. 2 and the Agreement,
as amended hereby, constitute the legal, valid and binding obligations of
the Borrower and the Guarantor enforceable against the Borrower and the
Guarantor in accordance with their respective terms, provided that: (i)
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application
affecting the rights and remedies of creditors; and (ii) the availability
of the remedies of specific performance and injunctive relief may be
subject to the discretion of the court before which any proceedings for
such remedies may be brought.
<PAGE>
Section 4. Counterparts. This Amendment No. 2 to the Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Borrower, the Guarantor and the Bank have caused
this Amendment No. 2 to the Agreement to be executed in their respective names
and their respective seals to be hereunto affixed and attested by their duly
authorized representatives, all as of the date first above written.
THE BORROWER:
LESLIE CONTROLS, INC.
By:__________________________________
Title:
THE GUARANTOR:
WATTS INDUSTRIES, INC.
By:__________________________________
Title:
<PAGE>
THE BANK:
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
ATTEST: By:_______________________________
Title: _________________________
- ----------------------------
Title:
(Corporate Seal)
AMENDMENT NO. 2 TO THE LETTER OF CREDIT,
REIMBURSEMENT AND GUARANTY AGREEMENT
THIS AMENDMENT NO. 2 TO THE LETTER OF CREDIT, REIMBURSEMENT AND GUARANTY
AGREEMENT, dated as of October 1, 1996, by and among WATTS REGULATOR CO., a
Massachusetts corporation (the "Borrower"), WATTS INDUSTRIES, INC., a Delaware
corporation (the "Guarantor") and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a
national banking association organized and existing under the laws of the United
States with its principal offices located in Charlotte, North Carolina (the
"Bank");
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantor and the Bank have previously entered
into the Letter of Credit, Reimbursement and Guaranty Agreement, dated as of
September 1, 1994, as amended by Amendment No. 1 to the Letter of Credit,
Reimbursement and Guaranty Agreement, dated as of August 1, 1996 (collectively,
the "Agreement"), pursuant to which the Bank has issued its irrevocable letter
of credit, dated September 29, 1994; and
WHEREAS, the Borrower, the Guarantor and the Bank now desire to amend
certain provisions of the Agreement;
NOW, THEREFORE, in consideration of the premises, mutual covenants
hereinafter contained and other good and valuable consideration, the Borrower,
the Guarantor and the Bank do hereby amend the Agreement as follows:
Section 1. Section 7.7 of the Agreement Amended. Section 7.7 of the
Agreement is hereby amended by deleting in its entirety said Section 7.7 of the
Agreement and inserting in lieu of the following:
"7.7. Current Ratio. The Guarantor will not permit the ratio of
Consolidated Current Assets to Consolidated Current Liabilities, at any
time, to be less than 2.00 to 1.00."
Section 2. Effect of Modification and Amendment of Agreement. The
Agreement shall be deemed to be modified and amended in accordance with the
provisions of this Amendment No. 2 to the Agreement and the respective rights,
duties and obligations of the Borrower, the Guarantor and the Bank under the
Agreement shall remain to be determined, exercised and enforced under the
Agreement subject in all respects to such modifications and amendments in
writing, and all the terms and conditions of this Amendment No. 2 to the
Agreement shall be part of the terms and conditions of the Agreement for any and
all purposes. All the other terms of the Agreement shall continue in full force
and effect subject to the amendments set forth herein.
<PAGE>
Section 3. Representations and Warranties. The Borrower and the Guarantor
each represent and warrant to the Bank as follows:
(a) Representations and Warranties in Agreement. The representations and
warranties of the Borrower and the Guarantor contained in the Agreement
(i) were true and correct when made, and (ii) after giving effect to this
Amendment No. 2, continue to be true and correct on the date hereof
(except to the extent of changes resulting from transactions contemplated
or permitted by the Agreement, as amended hereby, and changes occurring in
the ordinary course of business that singly or in the aggregate are not
materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date).
(b) Authority. The execution and delivery by each of the Borrower and the
Guarantor of this Amendment No. 2 and the performance by each of the
Borrower and the Guarantor of all of its respective agreements and
obligations under this Amendment No. 2 are within its corporate authority,
have been duly authorized by all necessary corporate action and do not and
will not: (i) contravene any provision of its charter documents or any
amendment thereof; (ii) conflict with, or result in a breach of any
material term, condition or provision of, or constitute a default under or
result in the creation of any mortgage, lien, pledge, charge, security
interest or other encumbrance upon any of its property under any
agreement, deed of trust, indenture, mortgage or other instruments to
which it is a party or by which any of its properties are bound including,
without limitation, any of the Other Agreements; (iii) violate or
contravene any provision of any law, statute, rule or regulation to which
the Borrower or the Guarantor is subject or any decree, order or judgment
of any court or governmental or regulatory authority, bureau, agency or
official applicable to the Borrower or the Guarantor; (iv) require any
waivers, consents or approvals by any of its creditors which have not been
obtained; or (v) require any approval, consent, order, authorization or
license by, or giving notice to, or taking any other action with respect
to, any governmental or regulatory authority or agency under any provision
of any law, except (A) those actions which have been taken or will be
taken prior to the date of execution of this Amendment No. 2 and (B)
filings with the Securities and Exchange Commission to be made on or prior
to September 30, 1998.
(c) Enforceability of Obligations. This Amendment No. 2 and the Agreement,
as amended hereby, constitute the legal, valid and binding obligations of
the Borrower and the Guarantor enforceable against the Borrower and the
Guarantor in accordance with their respective terms, provided that: (i)
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application
affecting the rights and remedies of creditors; and (ii) the availability
of the remedies of specific performance and injunctive relief may be
subject to the discretion of the court before which any proceedings for
such remedies may be brought.
<PAGE>
Section 4. Counterparts. This Amendment No. 2 to the Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Borrower, the Guarantor and the Bank have caused
this Amendment No. 2 to the Agreement to be executed in their respective names
and their respective seals to be hereunto affixed and attested by their duly
authorized representatives, all as of the date first above written.
THE BORROWER:
WATTS REGULATOR CO.
By:__________________________________
Title:
THE GUARANTOR:
WATTS INDUSTRIES, INC.
By:__________________________________
Title:
<PAGE>
THE BANK:
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
ATTEST: By:_______________________________
Title: _________________________
- ----------------------------
Title:
(Corporate Seal)
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.
<PAGE>
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
<PAGE>
--------------------------
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
<PAGE>
- ----------------------------------- ----------------------------------
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, 2,104,600**
as Trustees of the George B. Horne 20,000
Trust - 1982
Timothy P. Horne as Trustee of The 1,335,840**
Daniel W. Horne Trust - 1980
Timothy P. Horne as Trustee of The 1,335,840**
Deborah Horne Trust - 1976
Frederic B. Horne as Trustee of The 1,235,840*
Peter W. Horne Trust - 1976
Timothy P. Horne and George B. Horne 30,200**
as Trustees of the Grandchildren's
1995 Irrevocable Trust f/b/o Tara V.
Horne
Timothy P. Horne and George B. Horne 22,600**
as Trustees of the Grandchildren's
1995 Irrevocable Trust f/b/o Tiffany
R. Horne
Frederic B. Horne and George B. Horne 22,600
as Trustees of the Grandchildren's
1995 Irrevocable Trust f/b/o Kristina
M. Horne
Tara V. Horne 50,000**
Judith Rae Horne as Trustee of the 50,000**
Tiffany Rae Horne Trust -1984
Frederic B. Horne as Custodian for 11,000
Kristina M. Horne under the
Massachusetts Uniform Gifts to Minors
Act
- --------------
* 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 __, 1997, as the same may be amended, the trustees of which voting
trust may be deemed the record holder of such shares.
AMENDMENT NO. 1
WATTS INDUSTRIES, INC.
MANAGEMENT STOCK PURCHASE PLAN
August 5, 1997
The Watts Industries, Inc. Management Stock Purchase Plan ("Management
Plan") is hereby amended as follows:
1. Article I. INTRODUCTION:
Delete "RSUs are granted at a discount of 25% from the fair market value
of the Stock on the date of grant." and replace it with "RSUs are granted at a
discount of 33% from the fair market value of the Stock on the date of grant."
2. Article IV. PARTICIPATION, Sub-article B. Valuation of RSUs; Fair Market
Value of Stock:
Delete "The "Cost" of each RSU shall be equal to 75% of the fair market
value of the Stock on the date the RSU is awarded." and replace it with "The
"Cost" of each RSU shall be equal to 67% of the fair market value of the Stock
on the date the RSU is awarded."
3. Except as provided for in this Amendment No. 1, all of the terms and
conditions of the Management Plan shall remain in full force and effect.
EXECUTED as of the date first set forth above.
Watts Industries, Inc.
By:___________________
Exhibit 11
Computation of Net Income per Common Share
Watts Industries, Inc.
(Amounts in thousands, except per share information)
Fiscal year ended June 30
1997 1996 1995
------------------------------------
FULLY DILUTED Average shares outstanding:
Class A Common Stock, par value $.10 15,868 18,161 18,118
Class B Common Stock, par value $.10 11,266 11,366 11,448
Net effect of dilutive stock
options--based
upon treasury stock method using ending
market price, if higher than average 299 0 189
price
------------------------------------
Total 27,433 29,527 29,755
====================================
Income (loss) from continuing operations $48,460 $(53,765) $42,463
Income from discontinued operations 79 3,480 3,275
Gain on disposal of discontinued 3,208 0 0
operations
====================================
Net income (loss) $51,747 $(50,285) $45,738
====================================
Income (loss) per Common Share:
Income (loss) from continuing $1.77 $(1.82) $1.43
operations
Income from discontinued operations .00 .12 .11
Gain on disposal of discontinued .12 .00 .00
operations
====================================
Net income (loss) $1.89 $(1.70) $1.54
====================================
Exhibit 21
DIRECT AND INDIRECT SUBSIDIARIES OF WATTS INDUSTRIES, INC.
AS OF 8/15/97
DOMESTIC:
Watts International Sales Corp. [Massachusetts]
Watts Investment Company [Delaware]
Watts Regulator Company [Massachusetts]
Watts Securities Corp. [Massachusetts]
Circle Seal Controls, Inc. [Delaware]
Green Country Castings, Inc. [Oklahoma]
KF Industries, Inc. [Oklahoma]
KF Sales Corp. [Delaware]
Rudolph Labranche, Inc. [New Hampshire]
Leslie Controls, Inc. [New Jersey]
Spence Engineering Company, Inc. [Delaware]
Ancon U.S.A., Inc. [Delaware]
Anderson-Barrows Metals Corp. [California]
Jameco Acquisition Corp. [Delaware]
Jameco Industries, Inc. [New York]
Webster Valve, Inc. [New Hampshire]
Ames Holdings, Inc. [Delaware]
Ames Company, Inc. [California]
Yolo-Ames Leasing Company, Inc. [California]
INTERNATIONAL:
Watts Industries (Canada) Inc. [Canada]
Watts Investment Company Canada Ltd. [Canada]
Watts Industries Europe B.V. [The Netherlands]
Watts Industries France S.A. [France]
Watts Industries Germany GmbH [Germany]
Wattsco International [U.S. Virgin Islands]
Watts Ocean BV [The Netherlands]
Watts Eurotherm SA [France]
Watts UK Ltd. [United Kingdom]
Watts G.R.C. SA [Spain]
Watts Intermes AG [Switzerland]
Watts Intermes GmbH [Austria]
Watts Intermes SpA [Italy]
* Intermes UK Ltd [United Kingdom]
KF Industries Europe BV [The Netherlands]
* Kingsworth Products Ltd. [United Kingdom]
Leslie International V.I. [Virgin Islands]
Watts M.T.R GmbH [Germany]
Ocean B.V. [The Netherlands]
Pibiviesse SpA [Italy]
B.V. Philabel [The Netherlands]
Watts AG [Switzerland]
Watts Ocean NV [Belgian]
<PAGE>
WIG Armaturen Vertriebs, GmbH [Germany]
WSA Heizungs und Sanitartechnik GmbH [Germnay]
WIC Verwaltungs und Beteiligungs GmbH [Germany]
ISI SpA [Italy]
Watts ISI SpA [Italy]
In addition to the foregoing, the Company holds an 80% interest in De Martin Srl
[Italy], a 60% interest in Tianjin Tanggu Watts Valve Company Limited, a Chinese
joint venture, and a 60% interest in Suzhou Watts Valve Co., Ltd., a Chinese
joint venture. The Company also holds a 49% interest in Jameco International
LLC.
* Dissolution pending
Exhibit 23.1 Consent of KPMG Peat Marwick LLP,
Independent Auditors
Independent Auditors' Consent
The Board of Directors
Watts Industries, Inc.
We consent to the incorporation by reference in the Registration Statements
pertaining to the 1996 Stock Option Plan (Form S-8 No. 333-32685), 1986
Incentive Stock Option Plan (Post-Effective Amendment No. 1 to Form S-8 No.
33-30377), Nonqualified Stock Option Plan (Form S-8 No. 33-37926), 1991
Non-Employee Directors' Nonqualified Stock Option Plan (Form S-8 No. 33-69422),
and Management Stock Purchase Plan (Form S-8 No. 33-64627) of Watts Industries,
Inc. of our report dated August 1, 1997, relating to the consolidated balance
sheet of Watts Industries, Inc. and subsidiaries as of June 30, 1997, the
related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended, and the related schedule of valuation and
qualifying accounts as of and for the year ended June 30, 1997, which report
appears in the June 30, 1997 annual report on Form 10-K of Watts Industries,
Inc.
KPMG Peat Marwick LLP
Boston, Massachusetts
September 12, 1997
Exhibit 23.2 - Consent of Ernst & Young LLP, Independent Auditors,
Predecessor Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 333-32685) pertaining to the Watts Industries, Inc. 1996 Stock
Option Plan (Post Effective Amendment No. 1 to Form S-8 No. 33-30377) pertaining
to the 1986 Incentive Stock Option Plan, (Form S-8 No. 33-37926) pertaining to
the Nonqualified Stock Option Plan, (Form S-8 No. 33-69422) pertaining to the
1991 Non-Employee Directors' Nonqualified Stock Option Plan of Watts Industries,
Inc. and (Form S-8 No. 33-64627) pertaining to the Watts Industries, Inc.
Management Stock Purchase Plan, and in the related Prospectuses of our report
dated August 6, 1996, with respect to the consolidated financial statements
included in this Annual Report (Form 10-K) of Watts Industries, Inc.
Ernst & Young LLP
Boston, Massachusetts
September 11, 1997
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Watts Industries, Inc.
We have audited the accompanying consolidated balance sheets of Watts
Industries, Inc. and subsidiaries as of June 30, 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows the
years ended June 30, 1996 and 1995. Our audits also included the financial
statement schedule for the years ended June 30, 1996 and 1995, listed in the
Index at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits. We did
not audit the financial statements of Watts Industries Europe B.V., a
wholly-owned subsidiary, which statements reflect total assets of $136,500,000
as of June 30, 1996, and net sales of $118,700,000 in fiscal year 1996 and
$93,500,000 in fiscal year 1995. Those statements and schedule were audited by
other auditors, Deloitte & Touche, whose reports have been furnished to us, and
our opinion , insofar as it relates to data included for Watts Industries Europe
B.V., is based solely on their reports.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Watts Industries, Inc.
and subsidiaries at June 30, 1996, and the consolidated results of their
operations and their cash flows the years ended June 30, 1996 and 1995, in
conformity with generally accepted accounting principles. Also, in our opinion,
based on our audits and the report of other auditors, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
As discussed in Note 2 to the consolidated financial statements, in fiscal year
1996, the Company adopted Statement of Financial Accounting Standard No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of."
August 6, 1996
Boston, Massachusetts
Exhibit 23.3 - Consent of Deloitte & Touche,
Independent Auditors, Predecessor Auditors
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in Registration Statements
(Post-Effective Amendment No. 1 to Form S-8 No. 33-30377, No. 33-37926, No.
33-69422, No. 33-64627 and No. 333-32685) of Watts Industries, Inc. on Form S-8
of our report dated August 6, 1996 (which expresses an unqualified opinion and
indicates that the financial statements have been prepared in accordance with
accounting principles generally accepted in the Netherlands and comply with the
legal requirements for financial statements as included in Part 9, Book 2 of the
Netherlands Civil Code), with respect to the financial statements of Watts
Industries Europe B.V. (not presented separately herein) and our report dated
August 6, 1996, with respect to the financial statement schedule of Watts
Industries Europe B.V. (not presented separately herein), appearing in this
Annual Report on Form 10-K of Watts Industries, Inc. for the year ended June 30,
1997.
Deloitte & Touche
September 12, 1997
Leiden, The Netherlands
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Watts Industries Europe B.V.
We have audited the financial statements including the consolidated/combined
balance sheet of Watts Industries Europe B.V. as of June 30, 1996 and the
statements of operations for each of the two years in the period ended June 30,
1996 (not separately presented herein) expressed in Dutch Guilders. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the Netherlands and the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statements presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated/combined financial statements of Watts
Industries Europe B.V. present fairly the consolidated/combined financial
position of Watts Industries Europe B.V. as of June 30, 1996 and the results for
each of the two years in the period ended June 30, 1996 in accordance with
accounting principles generally accepted in the Netherlands and comply with the
legal requirements for financial statements as included in Part 9, Book 2 of the
Netherlands Civil Code.
Generally accepted accounting principles in the Netherlands vary in certain
significant respects from generally accepted accounting principles in the United
States. The application of the latter would have affected the determination of
consolidated/combined net earnings in the years ended June 30, 1996 and 1995 and
the determination of stockholders' equity at June 30, 1996 to the extent
summarized in Note G to the financial statements.
Deloitte & Touche
August 6, 1996
Leiden, The Netherlands
<PAGE>
INDEPENDENT AUDITORS' REPORT
We have audited the financial statements including the consolidated/combined
financial statements of Watts Industries Europe B.V., a wholly owned subsidiary
of Watts Industries, Inc. as of June 30, 1996, and for each of the two years in
the period ended June 30, 1996, and have issued our report thereon dated August
6, 1996 (which expresses an unqualified opinion and indicates that the financial
statements have been prepared in accordance with accounting principles generally
accepted in the Netherlands and comply with the legal requirements for financial
statements as included in Part 9, Book 2 of the Netherlands Civil Code). Our
audits also included Financial Statement Schedule II of Watts Industries Europe
B.V. (not presented separately herein) which is included in the related schedule
of Watts Industries, Inc., in the Annual Report on Form 10-K of Watts
Industries, Inc. for the year ended June 30, 1997. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits.
In our opinion, the financial statement schedule of Watts Industries Europe B.V.
referred to above, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.
Deloitte & Touche
August 6, 1996
Leiden, The Netherlands
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM JUNE 30, 1997 FINANCIAL STATEMENTS
AND IS QUALIFIED IN ITS ENTIRETY BY SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 13,904
<SECURITIES> 518
<RECEIVABLES> 129,294
<ALLOWANCES> 7,945
<INVENTORY> 171,217
<CURRENT-ASSETS> 345,592
<PP&E> 281,231
<DEPRECIATION> 128,537
<TOTAL-ASSETS> 622,083
<CURRENT-LIABILITIES> 120,890
<BONDS> 128,359 <F1>
<COMMON> 2,701
0
0
<OTHER-SE> 330,938
<TOTAL-LIABILITY-AND-EQUITY> 622,083
<SALES> 720,340
<TOTAL-REVENUES> 720,340
<CGS> 474,948
<TOTAL-COSTS> 633,932 <F2>
<OTHER-EXPENSES> 10,821 <F3>
<LOSS-PROVISION> 891
<INTEREST-EXPENSE> 10,493
<INCOME-PRETAX> 75,587
<INCOME-TAX> 27,127
<INCOME-CONTINUING> 48,460
<DISCONTINUED> 79
<EXTRAORDINARY> 3,208
<CHANGES> 0
<NET-INCOME> 51,747
<EPS-PRIMARY> 1.89
<EPS-DILUTED> 1.89
<FN>
<F1> INCLUDES LONG-TERM DEBT AND CURRENT PORTION
<F2> INCLUDES ONLY COST OF GOODS SOLD AND OPERATING
EXPENSES.
<F3> INCLUDES INTEREST EXPENSE AND LOSS PROVISION
SHOWN BELOW.
</FN>
</TABLE>
