UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Watts Industries, Inc.
(Name of Issuer)
Class A Common Stock, $0.10 par value per share
(Title of Class of Securities)
942749 10 2
(CUSIP number)
Frederic B. Horne
c/o Conifer Ledges, Ltd., 219 Liberty Square, Danvers, MA 01923-4302
(Name, address and telephone number of person authorized to receive
notices and communications)
October 5, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
______________
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
======================= =======================
CUSIP NO. Page 2 of 7 Pages
942749 10 2
======================= =======================
========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederic B. Horne
========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(B) [X]
========== ====================================================================
3 SEC USE ONLY
========== ====================================================================
4 SOURCE OF FUNDS*
Not Applicable
========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS5IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The United States of America
========== ====================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,840,473
__________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
__________________________________________________________
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 1,840,473
__________________________________________________________
PERSON
10 SHARED DISPOSITIVE POWER
REPORTING __________________________________________________________
============ ==================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,840,473
============ ==================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [ X ]
============ ==================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
============ ==================================================================
14 TYPE OF REPORTING PERSON *
IN
============ =================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 Pages
Frederic B. Horne hereby amends and supplements his originally filed
Statement on Schedule 13D dated November 8, 1991 (the "Original Statement"), as
amended by Amendment No. 1 to his Statement on Schedule 13D filed September 10,
1997 (the "First Amended Statement"), Amendment No. 2 to his Statement on
Schedule 13D dated November 3, 1997, Amendment No. 3 to his Statement on
Schedule 13D dated February 5, 1998, and Amendment No. 4 to his Statement on
Schedule 13D dated May 1, 1998 (the "Fourth Amended Statement"), with respect
to the Class A Common Stock, par value $0.10 per share (the "Common Stock") of
Watts Industries, Inc. (the "Company"). Unless otherwise indicated, capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Original Statement. Unless otherwise indicated by use of the term
"Class A Common Stock", all of the beneficial ownership of shares of Common
Stock is derived from beneficial ownership of Class B Common Stock, par value
$.10 per share ("Class B Common Stock") of the Company which is convertible
into shares of Common Stock on a share-for-share basis. References herein to
"Mr. Horne" shall be deemed to be references to Frederic B. Horne, the
reporting person. All share numbers set forth in this Statement give effect to
a 2-for-1 split of shares of Common Stock of the Company on March 15, 1994.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name
Frederic B. Horne
(b) Residence or Business Address
219 Liberty Square
Danvers, MA 01923-4302
(c) Principal Occupation; Name and Address
of Principal Business Office
Independent Investor
219 Liberty Square
Danvers, MA 01923-4302
On September 12, 1997, Mr. Horne resigned as Corporate Vice
President of the Company. Mr. Horne ceased to be a Director of
the Company on October 21, 1997 at the expiration of his term.
(d) Past Criminal Convictions
None
(e) Past Civil Proceedings or Administrative
Proceedings Related to Federal or State
Securities Laws Resulting in a Judgment,
Decree or Final Order Finding Violations or
Enjoining Future Violations of Such Laws
None
(f) Citizenship
The United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
<PAGE>
Page 4 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The disclosure of the information presented herein by means of this filing
is not and should not be deemed to be an admission that such transactions are
required to be disclosed on Schedule 13D or that such transactions in and of
themselves require the filing of an amendment to Schedule 13D.
Frederic B. Horne has submitted a stockholder proposal to the Company, to
be included in the proxy statement of the Company in connection with the
Company's annual meeting of stockholders, which proposal, in its final form,
submitted to the Company on July 20, 1998, is:
"To request the Board of Directors to take the steps necessary
to amend and restate the Amended and Restated Certificate of
Incorporation of Watts to delete the provisions that create two
classes of Common Stock, so that there is only one class of
Common Stock, each with one vote per share."
In addition, on August 13, 1998, Frederic B. Horne informed the Company,
pursuant to the requirements of the Company's By-laws, that he intends to make
the following additional proposal orally at the Company's annual meeting of
stockholders, which proposal is not included in the proxy statement of the
Company:
"To request the Board of Directors to consider various
alternatives to enhance the value of Class A Common Stock,
including the engagement of an additional investment banking
firm to expand analyst coverage of the Company and the retention
of an investor relations firm to promote the Company's image and
refine the Company's publicity efforts; and to also consider the
advisability of adopting a differential dividend for Class A
Common Stock, with a premium over any Class B Common Stock so
long as the Class B Common Stock super voting provisions
continue to exist."
Frederic B. Horne intends continuously to review his investment in the
Company and may from time to time acquire or dispose of shares of Class A
Common Stock or Class B Common Stock, depending on various factors, including
but not limited to general economic conditions, monetary and stock market
conditions and future developments affecting Mr. Horne or the Company.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Amount Beneficially Owned:
Frederic B. Horne is deemed the beneficial owner of 1,840,473 shares of
Common Stock of the Company, of which 791,550 shares are shares of
Class A Common Stock, after giving effect to the Conversion.
Mr. Horne's beneficial ownership consists of (i) 1,806,873 shares
beneficially owned by Mr. Horne, of which 791,550 are shares of Class A
Common Stock, (ii) 22,600 shares beneficially owned by an irrevocable
trust for the benefit of Kristina M. Horne for which Mr. Horne serves
as trustee and (iii) 11,000 shares beneficially owned by Mr. Horne as
custodian for Kristina M. Horne under the Massachusetts Uniform Gifts
to Minors Act.
The number of shares reported herein as beneficially owned by Mr. Horne
is identical to the number of such shares reported by Mr. Horne in the
Fourth Amended Statement.
Percent of Class:
6.8% See Note 1.
Mr. Horne may be deemed the beneficial owner of 1,235,840 shares of
Common Stock held by Mr. Horne as trustee of a revocable trust for the
benefit of Peter W. Horne (the "PWH Trust Shares"). The PWH Trust
Shares are subject to the 1991 Voting Trust; therefore, Mr. Horne has
no voting power with respect to such shares. Under the terms of the
1991 Voting Trust, the PWH Trust Shares may not be withdrawn from the
<PAGE>
Page 5 of 7 Pages
1991 Voting Trust without the consent of the two trustees (currently
Timothy P. Horne and Noah T. Herndon). Mr. Horne disclaims beneficial
ownership of, and disclaims dispositive power with respect to, the PWH
Trust Shares.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,840,473
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of:
1,840,473
(iv) Shared power to dispose or direct the disposition of: 0
The number of shares reported herein as beneficially owned by Mr. Horne
is identical to the number of such shares reported by Mr. Horne in the
Fourth Amended Statement.
(c) Mr. Horne engaged in the following transactions during the past
sixty
days:
None
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Amended and Restated Stock Restriction Agreement
All shares of Class B Common Stock owned individually by or in trust for
the benefit of Timothy P. Horne, Frederic B. Horne, George B. Horne, Daniel W.
Horne, Deborah Horne and Peter W. Horne; 75,200 shares of Common Stock owned
individually by or in trust for the benefit of Tara V. Horne; 72,600 shares of
Common Stock owned in trust for the benefit of Tiffany R. Horne; and 33,600
shares of Common Stock owned individually by or in trust for the benefit of
Kristina M. Horne, and any voting trust certificates representing such shares,
are subject to a stock restriction agreement (the "Agreement"). Upon any
proposed voluntary transfer or transfer by operation of law of Class B Common
Stock or voting trust certificates representing such shares by any of the above
stockholders, or upon the death of such a stockholder holding such shares or
voting trust certificates, the other parties to the Agreement have a pro rata
right of first refusal to purchase such shares (including a second opportunity
to elect to purchase any shares not purchased under the first right of
refusal).
The purchase price per share is the 15-day average trading pricing of the
Company's Class A Common Stock while publicly traded, except in the case of
certain involuntary transfers, in which case the purchase price is book value.
This summary is qualified in its entirety by reference to the text of
the Agreement, filed as Exhibit A to the Original Statement, and the First
Amendment thereto, filed as Exhibit C to the First Amended Statement. Certain
share number information was derived from disclosure of the Company provided in
its definitive proxy statement filed with the Securities and Exchange
Commission on September 17, 1998.
Horne Family Voting Trust Agreement - 1991
The PWH Trust Shares, of which Mr. Horne may be deemed the beneficial
owner as trustee of a revocable trust for the benefit of Peter W. Horne which
holds such shares, are subject to the terms of the 1991 Voting Trust. Under the
terms of the 1991 Voting Trust, the two trustees (currently Timothy P. Horne
and Noah T. Herndon) vote all shares subject to the voting trust except that
Timothy P. Horne generally has the right to vote such shares in the event that
<PAGE>
Page 6 of 7 Pages
the trustees do not concur with respect to any proposed action other than the
election or removal of directors. The 1991 Voting Trust expires on October 31,
2001, subject to extension on or after October 31, 1999 by stockholders
depositing shares of Common Stock in the 1991 Voting Trust who hold voting
trust certificates at such time or, in certain cases, the holders of voting
trust certificates representing such shares. Shares may not be removed from the
1991 Voting Trust during its term without the consent of the trustees. Mr.
Horne disclaims beneficial ownership of the PWH Trust Shares.
This summary is qualified in its entirety by reference to (i) the text of
the 1991 Voting Trust, filed as Exhibit B to the Original Statement, as amended
by the Amendment to The Horne Family Voting Trust--1991, filed as Exhibit D to
the First Amended Statement and (ii) disclosure of the Company provided in its
definitive proxy statement filed with the Securities and Exchange Commission on
September 17, 1998.
* * *
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Note 1: The percentages above have been determined as of the date hereof, based
on disclosure of the Company provided in its definitive proxy statement filed
with the Securities and Exchange Commission on September 17, 1998. According
to the Company, as of the close of business on September 2, 1998, there were
outstanding and entitled to vote 16,721,807 shares of ClassA Common Stock and
10,285,247 shares of Class B Common Stock.
<PAGE>
Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Frederic B. Horne
Frederic B. Horne
Dated: October 5, 1998
