UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
WATTS INDUSTRIES, INC.
(Name of Issuer)
Class A Common Stock, par value $.10 per share
(Title of Class of Securities)
942749 10 2
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Timothy P. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 8,081,676
Shares
Beneficially 6. Shared Voting Power
Owned by 1,235,840
Each
Reporting 7. Sole Dispositive Power
Person 2,974,856
With
8. Shared Dispositive Power
4,849,080
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,317,516
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
________________________________________________
11. Percent of Class Represented by Amount in Row 9
34.2% (Decrease in percentage since 12/31/96 due to Frederic B.
Horne's withdrawal of shares from the Horne Family Voting Trust
- - 1991.)
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Noah T. Herndon
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 17,000
Shares
Beneficially 6. Shared Voting Power
Owned by 1,235,840
Each
Reporting 7. Sole Dispositive Power
Person 17,000
With
8. Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,252,840
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
4.6% (Mr. Herndon replaced Frederic B. Horne as co-trustee of the
Horne Family Voting Trust - 1991. See Exhibit 8 included
herein.)
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
George B. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
_______________________________________________
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of None
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person None
With
8. Shared Dispositive Power
2,124,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,124,600
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
7.8%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Daniel W. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of None
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person None
With
8. Shared Dispositive Power
1,335,840
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,840
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
___________________________________
11. Percent of Class Represented by Amount in Row 9
4.9%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Deborah Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of None
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person None
With
8. Shared Dispositive Power
1,335,840
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,840
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
4.9%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Peter W. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
_______________________________________________
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 100,000
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person 100,000
With
8. Shared Dispositive Power
1,235,840
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,335,840
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
________________________________________________
11. Percent of Class Represented by Amount in Row 9
4.9%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Judith Rae Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
________________________________________________
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of None
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person None
With
8. Shared Dispositive Power
207,740
9. Aggregate Amount Beneficially Owned by Each Reporting Person
207,740
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
0.8%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Tara V. Horne
2. Check the Appropriate Box if a Member of a Group (a) X
(b)
3. SEC Use Only
________________________________________________
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Number of 23,780
Shares
Beneficially 6. Shared Voting Power
Owned by None
Each
Reporting 7. Sole Dispositive Power
Person 23,780
With
8. Shared Dispositive Power
80,200
9. Aggregate Amount Beneficially Owned by Each Reporting Person
103,980
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
_______________________________________________
11. Percent of Class Represented by Amount in Row 9
0.4%
12. Type of Reporting Person
IN
STATEMENT ON SCHEDULE 13G
Item 1(a). Name of Issuer.*
Watts Industries, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
815 Chestnut Street
North Andover, MA 01845
Item 2(a). Names of Persons Filing.
Timothy P. Horne
Noah T. Herndon
George B. Horne
Daniel W. Horne
Deborah Horne
Peter W. Horne
Judith Rae Horne
Tara V. Horne
Item 2(b). Address of Principal Business Office
or, if none, Residence.
Watts Industries, Inc.
815 Chestnut Street
North Andover, MA 01845
Item 2(c). Citizenship.
United States
Item 2(d). Title of Class of Securities.
Class A Common Stock, par value $.10 per share
____________________
* Unless otherwise indicated, information contained in an Item
pertains to all members of the group making this filing.
Item 2(e). CUSIP Number.
942749 10 2
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under
___ Section 15 of the Act.
(b) Bank as defined in Section 3(a)(6)
___ of the Act.
(c) Insurance Company as defined in
___ Section 3(a)(19) of the Act.
(d) Investment Company registered under
___ Section 8 of the Investment Company
Act.
(e) Investment Adviser registered under
___ Section 203 of the Investment
Advisers Act of 1940.
(f) Employee Benefit Plan, Pension Fund
___ which is subject to the provisions of the
Employee Retirement Income Security Act of 1974
or Endowment Fund.
(g) Parent Holding Company, in
___ accordance with Rule 13d-1(b)(ii)(G).
(h) Group, in accordance with Rule
___ 13d-1(b)(1)(ii)(H).
Not Applicable.
Item 4. Ownership.
Timothy P. Horne
(a) Amount Beneficially Owned:
Timothy P. Horne (for purposes of this particular Item 4, "Mr.
Horne") is deemed the beneficial owner of 9,317,516 shares of Class A
Common Stock of the Issuer. Except as noted below, all of the
beneficial ownership of Class A Common Stock is derived from
beneficial ownership of Class B Common Stock, par value $.10 per
share, of the Issuer which is convertible into Class A Common Stock
on a share-for-share basis.
Includes (i) 2,751,220 shares of Class B Common Stock and 67,742
shares of Class A Common Stock, beneficially owned by Mr. Horne, (ii)
1,335,840 shares beneficially owned by a revocable trust for the
benefit of Daniel W. Horne, Mr. Horne's brother, for which Mr. Horne
serves as sole trustee, (iii) 1,335,840 shares beneficially owned by
a revocable trust for the benefit of Deborah Horne, Mr. Horne's
sister, for which Mr. Horne serves as sole trustee, which trust is
revocable with the consent of the trustee, (iv)1,235,840 shares
beneficially owned by a revocable trust for the benefit of Peter W.
Horne, Mr. Horne's brother, for which Frederic B. Horne serves as
sole trustee, (v) 2,124,600 shares held for the benefit of George B.
Horne, Mr. Horne's father, under a revocable trust for which
Mr. Horne and George B. Horne serve as co-trustees, (vi) 50,000
shares owned by Tara V. Horne, Mr. Horne's daughter, (vii) 207,740
shares held by Judith Rae Horne, Mr. Horne's wife, as trustee or
custodian for Mr. Horne's minor daughter,Tiffany Rae Horne (viii)
22,600 and 30,200 shares held for the benefit of Tiffany Rae Horne
(Mr. Horne's daughter) and Tara V. Horne (Mr. Horne's daughter),
respectively, under irrevocable trusts for which Mr. Horne serves as
trustee, respectively, and (ix) 155,894 shares of Class A Common
Stock issuable upon the exercise of stock options. The 2,751,220
shares of Class B Common Stock noted in clause (i), the shares noted
in clauses (ii) and (iii) and (v) through (viii) (7,858,040 shares in
the aggregate) are held in The George B. Horne Voting Trust Agreement
- - 1997 ("1997 Voting Trust") for which Mr. Horne serves as trustee.
(See Exhibits 4 and 5 for a description of the 1997 Voting Trust).
The 1,235,840 shares of Class B Common Stock noted in clause (iv) are
held in the Horne Family Voting Trust Agreement - 1991 ("1991 Voting
Trust") for which Mr. Horne serves as co-trustee. (See Exhibits 6, 7
and 8 for a description of the 1991 Voting Trust.) All shares
beneficially owned or which may be deemed to be beneficially owned by
Mr. Horne are Class B Common Stock except 67,742 of the shares noted
in clause (i) and all of the shares noted in clause (ix).
(b) Percent of Class:
34.2% (See Exhibit 1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
8,081,676
(ii) shared power to vote or to direct the vote
1,235,840
(iii) sole power to dispose or to direct the disposition of
2,974,856
(iv) shared power to dispose or to direct the disposition of
4,849,080
Item 4. Ownership.
Noah T. Herndon
(a) Amount Beneficially Owned:
Noah T. Herndon (for purposes of this particular Item 4, "Mr.
Herndon") is deemed the beneficial owner of 1,252,840 shares of Class
A Common Stock of the Issuer. Except as noted below, all of the
beneficial ownership of Class A Common Stock is derived from
beneficial ownership of Class B Common Stock, par value $.10 per
share, of the Issuer which is convertible into Class A Common Stock
on a share-for-share basis.
Includes (i) 3,000 shares of Class A Common Stock, beneficially owned
by Mr. Herndon, (ii) 1,235,840 shares beneficially owned by a
revocable trust for the benefit of Peter W. Horne, for which
Mr. Frederic B. Horne, Peter W. Horne's brother, serves as sole
trustee, and (iii) 14,000 shares of Class A Common Stock issuable
upon the exercise of stock options. The 1,235,840 shares of Class B
Common Stock noted in clause (ii) are held in the 1991 Voting Trust
for which Mr. Herndon serves as co-trustee (See Exhibits 6, 7 and 8
for a description of the 1991 Voting Trust). All shares beneficially
owned or which may be deemed to be beneficially owned by Mr. Herndon
are Class B Common Stock except all of the shares noted in clauses
(i) and (iii).
(b) Percent of Class.
4.6% (See Exhibit 1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
17,000
(ii) shared power to vote or to direct the vote
1,235,840
(iii) sole power to dispose or to direct the disposition of
17,000
(iv) shared power to dispose or to direct the disposition of
None
Item 4. Ownership.
George B. Horne
(a) Amount Beneficially Owned:
George B. Horne (for purposes of this particular Item 4, "Mr. Horne")
is deemed the beneficial owner of 2,124,600 shares of Class A Common
Stock of the Issuer. All of the beneficial ownership of Class A
Common Stock is derived from beneficial ownership of Class B Common
Stock, par value $.10 per share, of the Issuer which is convertible
into Class A Common Stock on a share-for-share basis.
Mr. Horne's beneficial ownership consists of 2,124,600 shares held in
a revocable trust for which Timothy P. Horne and George B. Horne
serve as co-trustees. All of such shares are subject to the 1997
Voting Trust for which Timothy P. Horne serves as sole trustee. (See
Exhibits 4 and 5 for a description of the 1997 Voting Trust).
(b) Percent of Class:
7.8% (See Exhibit 1)
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote
None
(ii) shared power to vote or to direct the vote
None
(iii) sole power to dispose or to direct the disposition of
None
(iv) shared power to dispose or to direct the disposition of
2,124,600
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Timothy P. Horne
Frederic B. Horne has the power to direct the receipt of dividends
from, or the proceeds from the sale of, 1,235,840 shares held for the
benefit of Peter W. Horne under a revocable trust for which
Frederic B. Horne serves as sole trustee, subject to the terms of
such trust.
George B. Horne has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
2,124,600 shares held for the benefit of George B. Horne under a
revocable trust for which Timothy P. Horne and George B. Horne serve
as co-trustees.
Daniel W. Horne has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
1,335,840 shares held for the benefit of Daniel W. Horne under a
revocable trust for which Timothy P. Horne serves as sole trustee.
Deborah Horne has (subject to obtaining the consent of the trustee as
described below) the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
1,335,840 shares held for the benefit of Deborah Horne under a trust
for which Timothy P. Horne serves as sole trustee, which trust is
revocable with the consent of the trustee.
Peter W. Horne has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
1,235,840 shares held for the benefit of Peter W. Horne under a
revocable trust for which Frederic B. Horne serves as sole trustee.
Tara V. Horne, Timothy P. Horne's daughter, has the right to receive
and the power to direct the receipt of dividends from, or the
proceeds from the sale of 50,000 shares which she holds individually
and 30,200 shares held for her benefit under an irrevocable trust for
which Timothy P. Horne serves as trustee. Judith Rae Horne, Timothy
P. Horne's wife, has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of 207,740
shares held for the benefit of Tiffany Rae Horne, Timothy P. Horne's
daughter, under a trust and custodial account for which Judith Rae
Horne serves as sole trustee and custodian, respectively.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Noah T. Herndon
Frederic B. Horne has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of,
1,235,840 held for the benefit of Peter W. Horne under a revocable
trust for which Frederic B. Horne serves as sole trustee, subject to
the terms of such trust.
Peter W. Horne has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
1,235,840 shares held for the benefit of Peter W. Horne under a
revocable trust for which Frederic B. Horne serves as sole trustee.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
George B. Horne
Timothy P. Horne shares the power, as co-trustee with George B. Horne
of a revocable trust for the benefit of George B. Horne and subject
to the limitations of such trust, to direct the receipt of dividends
from, or the proceeds from the sale of, 2,124,600 shares held in such
trust.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Daniel W. Horne
Timothy P. Horne has the power, as sole trustee of a revocable trust
for the benefit of Daniel W. Horne and subject to the limitations of
such trust, to direct the receipt of dividends from, or the proceeds
from the sale of, 1,335,840 shares held in such trust.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Deborah Horne
Timothy P. Horne has the power, as sole trustee of a revocable trust
for the benefit of Deborah Horne and subject to the limitations of
such trust, to direct the receipt of dividends from, or the proceeds
from the sale of, 1,335,840 shares held in such trust. The trustee's
consent is required to revoke such trust.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Peter W. Horne
Frederic B. Horne has the power, as sole trustee of a revocable trust
for the benefit of Peter W. Horne and subject to the limitations of
such trust, to direct the receipt of dividends from, or the proceeds
from the sale of, 1,235,840 shares held in such trust.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Judith Rae Horne
Not Applicable
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Tara V. Horne
Not Applicable
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable
Item 8. Identification and Classification
of members of the Group.
A group has filed this Schedule 13G pursuant to Rule 13d-1(c). See
Exhibit 3 for the identity of each member of the group.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 13, 1998 /s/ Timothy P. Horne
____________________________
TIMOTHY P. HORNE
/s/ Noah T. Herndon
____________________________
NOAH T. HERNDON
/s/ Kenneth J. McAvoy
____________________________
*GEORGE B. HORNE
/s/ Kenneth J. McAvoy
____________________________
*DANIEL W. HORNE
/s/ Kenneth J. McAvoy
____________________________
*DEBORAH HORNE
/s/ Kenneth J. McAvoy
____________________________
*PETER W. HORNE
/s/ Kenneth J. McAvoy
____________________________
*JUDITH RAE HORNE
/s/ Kenneth J. McAvoy
____________________________
*TARA V. HORNE
* By Kenneth J. McAvoy, Attorney in Fact pursuant to Powers of Attorney
filed as Exhibit 5 to Amendment No. 5 to this Schedule 13G filed with the
Securities and Exchange Commission on February 12, 1992, which Powers of
Attorney are hereby incorporated herein by reference.
INDEX OF EXHIBITS
1. Voting Percentages
2. Amended and Restated Stock Restriction Agreement
3. Identity of Group Members
4. The George B. Horne Voting Trust Agreement - 1997
5. Amendement dated October 30, 1997 to the George B. Horne Voting
Trust Agreement - 1997.
6. Horne Family Voting Trust Agreement - 1991
7. Amendment dated October 17, 1997 to the Horne Family Voting
Trust Agreement - 1991.
8. Appointment of Noah T. Herndon as successor trustee under Horne
Family Voting Trust Agreement - 1991.
9. Powers of Attorney
(Incorporated by reference to Amendment No. 5 to this
Schedule 13G filed with the Securities and Exchange Commission
on February 12, 1992)
EXHIBIT 1
Due to the fact that each share of Class A Common Stock is entitled to
one vote on all matters submitted to stockholders and each share of Class B
Common Stock is entitled to ten votes on all such matters, equity percentage
is not equivalent to voting percentage. The following table indicates total
percentage of voting power of outstanding shares of the Issuer possessed by
any group member who has sole or shared voting power of any shares and by the
group as a whole:
Timothy P. Horne -- 71.9%
Noah T. Herndon -- 9.8%
Peter W. Horne -- 0.08%
Tara V. Horne -- 0.02%
Group -- 72.0%
EXHIBIT 2
All Class B Common Stock shares owned individually by or in trust for the
benefit of Timothy P. Horne, Frederic B. Horne, George B. Horne, Daniel W.
Horne, Deborah Horne and Peter W. Horne, and 80,200 Class B Common Stock
shares owned individually or in trust for the benefit of Tara V. Horne, and
50,000 Class B Common shares held by Judith Rae Horne as trustee for a minor
daughter and an insubstantial number of shares held in trusts for two minors
of the Horne family, and any voting trust certificates representing such
shares, are subject to an Amended and Restated Stock Restriction Agreement
(the "Agreement"). Upon any proposed voluntary transfer or transfer by
operation of law of Class B Common Stock or voting trust certificates
representing such shares by any of the above stockholders, or upon the death
of such a stockholder holding such shares or voting trust certificates, the
other parties to the Agreement (other than George B. Horne) have a pro rata
right of first refusal to purchase such shares (including a second opportunity
to elect to purchase any shares not purchased under the first right of
refusal).
The purchase price per share is the 15-day average trading price of the
Issuer's Class A Common Stock while publicly traded, except in the case of
certain involuntary transfers, in which case the purchase price is book value.
This summary is qualified in its entirety by reference to the text of the
Agreement which is incorporated herein by reference to Exhibit 2 to the
Issuer's Current Report on Form 8-K dated October 31, 1991, and to the text of
Amendment No. 1 to the Agreement which is incorporated herein by reference to
Exhibit 10.21 to the Issuer's Annual Report on Form 10-K dated September 16,
1997.
EXHIBIT 3
Item 8 Continued.
The members of the group are:
Timothy P. Horne
Noah T. Herndon
George B. Horne
Daniel W. Horne
Deborah Horne
Peter W. Horne
Judith Rae Horne
Tara V. Horne
EXHIBIT 4
All shares of Class B Common Stock held by Timothy P. Horne, individually,
all shares of Class B Common Stock held by trusts for the benefit of Daniel W.
Horne, Deborah Horne, Tara V. Horne and Timothy P. Horne's minor daughter,
2,124,600 shares held by a trust for the benefit of George B. Horne, and
50,000 shares of Class B Common Stock held by Tara V. Horne (7,858,040 shares
in the aggregate) are subject to the terms of The George B. Horne Voting
Trust Agreement-1997 (the "1997 Voting Trust"). Under the terms of the 1997
Voting Trust, the trustee (currently Timothy P. Horne) has sole power to vote
all shares subject to the 1997 Voting Trust.
Under the terms of the 1997 Voting Trust, in the event Timothy P. Horne
ceases to serve as trustee of the 1997 Voting Trust, then Noah T. Herndon, a
director of the Company, John R. LeClaire, whose professional corporation is a
partner in the law firm of Goodwin, Procter & Hoar LLP, and Walter J. Flowers,
a partner in the law firm of Flowers and Lichtman (each, a "Successor Trustee"
and collectively, the "Successor Trustees"), shall thereupon become co-
trustees of the 1997 Voting Trust. At any time, Timothy P. Horne, if then
living and not subject to incapacity, may designate up to two additional
persons, one to be designated as the primary designee (the "Primary Designee")
and the other as the secondary designee ("Secondary Designee"), to serve in
the stead of any Successor Trustee who shall be unable or unwilling to serve
as a trustee of the 1997 Voting Trust. Such designations are revocable by
Timothy P. Horne at any time prior to the time at which such designees become
a trustee. In the event that the Successor Trustees shall not concur on
matters not specifically contemplated by the terms of the 1997 Voting Trust,
the vote of a majority of the Successor Trustees shall be determinative.
The 1997 Voting Trust expires on August 26, 2021, subject to extension on
or after August 26, 2019 by stockholders (including the trustee of any trust
stockholder, whether or nor such trust is then in existence) who deposited
shares of Class B Common Stock in the 1997 Voting Trust and are then living
or, in the case of shares in the 1997 Voting Trust the original depositor of
which (or the trustee of the original depositor of which) is not then living,
the holders of voting trust certificates representing such shares. The 1997
Voting Trust may be amended by vote of the holders of a majority of the voting
trust certificates then outstanding and by the number of trustees authorized
to take action at the relevant time. Shares may not be removed from the 1997
Voting Trust during its term without the consent of the trustees.
This summary is qualified in its entirety by reference to the text of the
1997 Voting Trust which is incorporated herein by reference to Exhibit 9.2 of
the Issuer's Annual Report on Form 10-K dated September 16, 1997, and to the
text of amendment dated October 30, 1997 to the 1997 Voting Trust included
herein as Exhibit 5.
EXHIBIT 5
AMENDMENT
TO
THE GEORGE B. HORNE VOTING TRUST AGREEMENT-1997
AMENDMENT dated as of the 30th day of October, 1997 by and among Timothy
P. Horne, as trustee (the "Trustee") under the George B. Horne Voting Trust
Agreement-1997 (the "Voting Trust Agreement"), and Timothy P. Horne,
individually, Timothy P. Horne, as Trustee of the George B. Horne Trust -
1982, as currently republished, Timothy P. Horne, as Trustee of the Daniel W.
Horne Trust - 1980, Timothy P. Horne, as Trustee of the Deborah Horne Trust -
1976, Timothy P. Horne, as Trustee of the George B. Horne Grandchildren's
Trust - 1995 F/B/O Tara V. Horne and Timothy P. Horne, as Trustee of the
George B. Horne Grandchildren's Trust - 1995 F/B/O Tiffany Horne
(collectively, the "Holders").
WHEREAS, the Trustee and the Holders, as the registered holders of
greater than a majority of voting trust certificates outstanding under the
Voting Trust Agreement, desire to amend the Voting Trust Agreement to provide
that voting trust certificates may not be transferred without the written
consent of all of the Trustees under the Voting Trust Agreement.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. The first paragraph of Section 4 of the Voting Trust Agreement is hereby
amended and restated in its entirety to read as follows:
"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) (a) shall be effected
only with the written consent of all of the Trustees then serving
hereunder (acting together, or, if all such Trustees do not agree, by
the Trustee, if any, having the Determination Power with respect to such
transfer under Section 10 hereof) and (b) 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 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, including without limitation the Stock Restriction Agreement
dated as of August 28, 1986, as the same may have been or may hereafter
be amended and/or restated, among parties hereto. 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."
2. That portion of Schedule A to the Voting Trust Agreement setting forth
the number of shares of Class B Common Stock of the Company held by
Timothy P. Horne and George B. Horne as trustees of the George B. Horne
Trust-1982, as currently republished (the "GBH Trust"), that are
subject to the Voting Trust Agreement is hereby deleted and replaced
with Schedule A attached hereto to reflect the deposit of 20,000 shares
of Class B Common Stock held by the GBH Trust into the Voting Trust
Agreement.
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 Amendment shall be governed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of law.
The parties hereto have executed this Amendment to the Voting Trust
Agreement in one or more counterparts under seal as of the date first set
forth above.
_________________________
Timothy P. Horne, as Trustee
___________________________
Timothy P. Horne, individually
______________________________
Timothy P. Horne, as Trustee of
the
George B. Horne Trust-1982
______________________________
Timothy P. Horne, as Trustee of
the Deborah Horne Trust-1976
______________________________
Timothy P. Horne, as Trustee of
the Daniel W. Horne Trust-1980
______________________________
Timothy P. Horne, as Trustee of
the
Grandchildren's Trust f/b/o
Tara V. Horne
______________________________
Timothy P. Horne, as Trustee of
the
Grandchildren's Trust f/b/o
Tiffany R. Horne
Acknowledged and Agreed:
______________________________
George B. Horne, as Beneficiary of
the George B. Horne Trust-1982
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 and 2,124,600 0
George B. Horne as
trustees of the
George B. Horne
Trust-1982 as
currently republished
DOCSC\562614.1
EXHIBIT 6
The shares of Class B Common Stock beneficially owned by the trust for
the benefit of Peter W. Horne (1,235,840 shares in the aggregate), are subject
to the terms of the Horne Family Voting Trust Agreement - 1991 (the "1991
Voting Trust"). Under the terms of the Voting Trust, the two trustees
(currently Timothy P. Horne and Noah T. Herndon) vote all shares subject to
the voting trust except that Timothy P. Horne generally has the right to vote
such shares in the event that the trustees do not concur with respect to any
proposed action other than the election or removal of directors.
Under the terms of the 1991 Voting Trust, Timothy P. Horne and George B.
Horne may designate an individual to serve as co-trustee with Timothy P. Horne
and/or to succeed Timothy P. Horne as sole trustee if Timothy P. Horne ceases
to serve as a trustee, and may revoke such designations. If such designee or
designees shall become a trustee and shall cease for any reason to serve as
such during the term of the 1991 Voting Trust, the holders of a majority of
the outstanding voting trust certificates shall designate successor trustees.
The 1991 Voting Trust expires on October 31, 2001, subject to extension
on or after October 31, 1999 by stockholders depositing shares of Class B
Common Stock in the 1991 Voting Trust or, in certain cases, the holders of
voting trust certificates representing such shares. The 1991 Voting Trust may
be amended or terminated by vote of the holders of a majority of the
outstanding voting trust certificates and, while one or more of Timothy P.
Horne, Frederic B. Horne and their two successors designated as described in
the preceding paragraph is serving as trustee, the trustees. Shares may not
be removed from the 1991Voting Trust during its term without the consent of
the trustees.
This summary is qualified in its entirety by reference to the text of the
1991 Voting Trust which is incorporated herein by reference to Exhibit 1 to
the Issuer's Current Report on Form 8-K dated October 31, 1991, to the text of
the amendments to the 1991 Voting Trust which are incorporated herein by
reference to Exhibit 9.1 to the Issuer's Annual Report on Form 10-K dated
September 16, 1997, and to the text of amendment dated October 17, 1997 to the
1991 Voting Trust included herein as Exhibit 7, and to the text of the
signature counterpart to the 1991 Voting Trust included herein as Exhibit 8.
EXHIBIT 7
AMENDMENT
TO
HORNE FAMILY VOTING TRUST AGREEMENT-1991
AMENDMENT dated as of the __ day of October, 1997 by and among Timothy
P. Horne and Noah T. Herndon, as trustees (together, the "Trustees") under the
Horne Family Voting Trust Agreement-1991, as amended (the "Voting Trust
Agreement"), Frederic B. Horne as trustee of the Peter W. Horne Trust-1976
(the "Stockholder"), and Watts Industries, Inc., a Delaware corporation (the
"Company").
WHEREAS, the Company, the Trustees and the Stockholder, as the
registered holder of all of the voting trust certificates outstanding under
the Voting Trust Agreement, desire to amend the Voting Trust Agreement to
provide that voting trust certificates may not be transferred without the
written consent of all of the Trustees.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. The second paragraph of Section 1 of the Voting Trust Agreement is
hereby amended and restated in its entirety to read as follows:
"Any registered holder of voting trust certificates hereunder
may from time to time withdraw shares represented thereby pursuant
to this Agreement in the manner provided below in this Section 1,
and such shares, 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.
Such withdrawal shall be effected only by a written amendment to
this Agreement in the form of Exhibit A hereto executed by all of
the Trustees then serving hereunder (acting together or, if all such
Trustees do not agree, by the Trustee, if any, having the
Determination Power with respect to such withdrawal under Section 10
hereof), and, if neither TIMOTHY P. HORNE nor FREDERIC B. HORNE is
then serving as a Trustee hereunder, also by the holders of a
majority in interest of the voting trust certificates hereunder then
outstanding; provided, however, that in the event TIMOTHY P. HORNE
for any reason ceases to serve as a Trustee hereunder, any successor
Trustee appointed pursuant to the second paragraph of Section 11
hereof (or any co-Trustee appointed pursuant to the sixth sentence
of the first paragraph of Section 11) shall have the sole power to
consent to and authorize (without any required consent or approval
of any other Trustee or any holder of voting trust certificates) the
withdrawal of any shares of Class B Common Stock deposited by
TIMOTHY P. HORNE at the date hereof or hereafter, or capital stock
otherwise represented by voting trust certificates held by
TIMOTHY P. HORNE as of the date he ceases to serve as a Trustee
hereunder or held by him thereafter (collectively, "TPH Shares").
Upon the surrender of the voting trust certificate or certificates
designated in such amendment by such holder, the Trustees are
authorized to deliver or cause to be delivered to such holder a
certificate or certificates for the shares of the capital stock of
the Company so withdrawn, with any appropriate restrictive legends,
and a voting trust certificate in respect of the remaining shares,
if any. 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)."
2. The first paragraph of Section 4 of the Voting Trust Agreement is hereby
amended and restated in its entirety to read as follows:
"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) (a) shall
be effected only with the written consent of all of the Trustees
then serving hereunder (acting together, or, if all such Trustees do
not agree, by the Trustee, if any, having the Determination Power
with respect to such transfer under Section 10 hereof) and (b) 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 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, including
without limitation the Stock Restriction Agreement dated as of
August 28, 1986, as the same may have been or may hereafter be
amended and/or restated, among parties hereto. 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."
3. Clause (iii) of the fourth paragraph of Section 10 of the Voting Trust
Agreement is hereby amended and restated in its entirety to read as
follows:
"(iii) If at any time FREDERIC B. HORNE shall cease to
serve as a Trustee hereunder while TIMOTHY P. HORNE is serving as a
Trustee hereunder, the concurrence of both TIMOTHY P. HORNE and any
successor Trustee appointed in accordance with the second paragraph
of Section 11 shall be required in connection with any vote
involving the election or removal of a Director or Directors of the
Company as provided in clause (ii) above, but in all other respects
TIMOTHY P. HORNE (for so long as he continues to serve as a Trustee
hereunder) shall have the Determination Power."
4. The first paragraph of Section 11 of the Voting Trust Agreement is
hereby amended by deleting the following text in its entirety:
"At least one Trustee shall serve hereunder at all times.
Trustees shall in no event be subject to removal for any reason and
any Trustee hereunder shall serve until his or her resignation,
refusal to act, death, permanent disability or incapacity (as
hereinafter defined) to act. 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. The following provisions shall govern
the succession of Trustees hereunder. In the event that FREDERIC B.
HORNE shall cease to serve as a Trustee hereunder while TIMOTHY P.
HORNE is serving as a Trustee hereunder, then TIMOTHY P. HORNE and
any individual designated pursuant to the following paragraph of
this Section 11 shall serve as co-Trustees hereunder; provided,
however, that TIMOTHY P. HORNE shall have the Determination Power
for so long as he serves as a Trustee hereunder in such
circumstances to the extent provided in Section 10; and provided
further, however, that (i) if no designation of a successor Trustee
pursuant to the following paragraph of this Section 11 shall be in
effect at the time FREDERIC B. HORNE ceases to serve as a Trustee
hereunder, or (ii) if all successor Trustees designated pursuant to
the following paragraph of this Section 11 at the time FREDERIC B.
HORNE ceases to serve as a Trustee hereunder have failed to serve as
Trustees hereunder or have served as Trustees hereunder and
thereafter ceased to so serve, an individual who shall be designated
by TIMOTHY P. HORNE shall become and serve as a co-Trustee with
TIMOTHY P. HORNE (and should such individual cease to serve,
TIMOTHY P. HORNE shall designate in the same manner such successive
individuals to serve) for the sole purposes of voting with
TIMOTHY P. HORNE and making any withdrawal decisions for so long
(and only so long) as TIMOTHY P. HORNE shall serve as a Trustee
hereunder. In the event TIMOTHY P. HORNE shall cease to serve as a
Trustee hereunder while FREDERIC B. HORNE is serving as a Trustee
hereunder, then FREDERIC B. HORNE and any individual designated
pursuant to the following paragraph of this Section 11 shall serve
as co-Trustees hereunder; provided, however, that FREDERIC B. HORNE
shall have the Determination Power for so long as he serves as a
Trustee hereunder in such circumstances to the extent provided in
Section 10; and provided further, however, that (i) if no
designation of a successor Trustee pursuant to the following
paragraph of this Section 11 shall be in effect at the time
TIMOTHY P. HORNE ceases to serve as a Trustee hereunder, or (ii) if
all successor Trustees designated pursuant to the following
paragraph of this Section 11 at the time TIMOTHY P. HORNE ceases to
serve as a Trustee hereunder have failed to serve as Trustees
hereunder or have served as Trustees hereunder and thereafter ceased
to so serve, an individual who shall be designated by FREDERIC B.
HORNE (and who is named as an executor under the will of TIMOTHY P.
HORNE to the extent any such executor is living and willing and able
to serve), shall become and serve as a co-Trustee with FREDERIC B.
HORNE (and should such individual cease to serve, FREDERIC B. HORNE
shall designate in the same manner such successive individuals to
serve) for the sole purposes of voting with FREDERIC B. HORNE and
making any withdrawal decisions, in each case with respect to TPH
Shares as contemplated in subclauses (B) and (C) of clause (iv) of
Section 10, for so long (and only so long) as FREDERIC B. HORNE
shall serve as a Trustee hereunder. In the event that both
TIMOTHY P. HORNE and FREDERIC B. HORNE cease to serve as Trustees
hereunder, then first any individual designated as the Primary
Designee (as defined below) and then (in the event the Primary
Designee shall fail or cease to serve as a Trustee hereunder) any
person designated as the Secondary Designee (as defined below)
pursuant to the following paragraph of this Section 11 shall
continue serving as or shall become (as applicable) the sole Trustee
hereunder. In the event any Primary Designee named pursuant to the
following paragraph shall fail or cease to serve as a Trustee
hereunder, then any Secondary Designee named pursuant to the
following paragraph shall become a Trustee hereunder, serving as a
co-Trustee as provided herein (subject to the provisions of clauses
(ii), (iii) and (iv) of Section 10) in the event the Primary
Designee fails or ceases to serve as a Trustee hereunder while
FREDERIC B. HORNE or TIMOTHY P. HORNE (as applicable) is also
serving as a Trustee hereunder and otherwise serving as the sole
Trustee hereunder. After each of TIMOTHY P. HORNE, FREDERIC B.
HORNE and all individuals designated pursuant to the following
paragraph of this Section 11 shall cease to serve as Trustees
hereunder, or if for any other reason there are no Trustees serving
hereunder, then (and only then) a successor Trustee or Trustees
shall be promptly appointed by registered holders of a majority in
interest of the voting trust certificates then outstanding. Persons
designated as Trustees hereunder may be granted and may hold the
Determination Power only in accordance with Section 10 hereof."
5. The second paragraph of Section 11 of the Voting Trust Agreement is
hereby amended and restated in its entirety to read as follows:
"At any time GEORGE B. HORNE and TIMOTHY P. HORNE, if then
living and not then subject to any incapacity (as hereinafter
defined), may, by written instrument signed by each of them and
filed with the registered office of the Company in Delaware,
designate (i) an individual to serve as co-Trustee with TIMOTHY P.
HORNE and/or to succeed TIMOTHY P. HORNE as sole Trustee hereunder
should TIMOTHY P. HORNE cease to serve as a Trustee hereunder, in
each case as contemplated by Section 10 and the preceding paragraph
(the "Primary Designee"), and (ii) if they so elect, an additional
individual to succeed the Primary Designee in performing the
foregoing functions as Trustee hereunder (the "Secondary Designee")
in the event that the Primary Designee shall fail or cease to serve
as a Trustee hereunder. Any such designation shall also be
revocable by a written instrument signed by each of GEORGE B. HORNE
and TIMOTHY P. HORNE (if 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 two individuals to act as co-Trustees with
TIMOTHY P. HORNE under certain circumstances and to follow
TIMOTHY P. HORNE successively in the line of succession as Trustees
hereunder, and while designations of particular individuals may be
revoked (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 the event a Secondary
Designee becomes a Trustee hereunder because a Primary Designee
shall have failed to serve as a Trustee hereunder, then the
individuals so empowered in this paragraph may thereafter name a new
Secondary Designee in accordance with the terms hereof. In the
event either GEORGE B. HORNE or TIMOTHY P. HORNE dies or becomes
subject to any incapacity (as hereinafter defined), then the power
to appoint or revoke the appointment of Primary and/or Secondary
Designees may be exercised by such of these individuals who are then
living and not then subject to any incapacity (as hereinafter
defined). The power designated in this paragraph is 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."
6. The effective date of this Amendment shall be the date first set forth
above.
7. 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.
8. 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.
9. This Amendment shall be governed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of law.
The parties hereto have executed this Amendment to the Voting Trust
Agreement in one or more counterparts under seal as of the date first set
forth above.
WATTS INDUSTRIES, INC.
By:
Timothy P. Horne, Chairman
_________________________
Noah T. Herndon, as Trustee
__________________________
Timothy P. Horne, as Trustee
______________________________
Frederic B. Horne, as Trustee of
the Peter W. Horne Trust-1976
EXHIBIT 8
COUNTERPART TO HORNE FAMILY VOTING TRUST AGREEMENT-1991
DATED OCTOBER 31, 1991, AS AMENDED TO DATE
WHEREAS, Frederic B. Horne has resigned as a Trustee pursuant to the
provisions of Section 11 of the Agreement; and
WHEREAS, the undersigned, Noah T. Herndon, is the Primary Designee (as
defined in Section 11 of the Agreement) for the purposes of the Agreement.
NOW, THEREFORE, by executing this counterpart, the undersigned hereby
accepts appointment as a successor Trustee hereunder and agrees to be bound by
the terms hereof, as of the 17th day of October, 1997.
____________________
Noah T. Herndon
