UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Watts Industries, Inc.
(Name of Issuer)
Class A Common Stock, $0.10 par value per share
(Title of Class of Securities)
942749 10 2
(CUSIP number)
Frederic B. Horne
c/o Watts Industries, Inc., 815 Chestnut Street, North Andover,
Massachusetts 01845 (508) 688-1811
(Name, address and telephone number of person authorized to receive notices
and communications)
January 21, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 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.
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
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
The United States of America
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,948,923
----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,948,923
----------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 0
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,948,923
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [X]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, Frederic B.
Horne 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") and Amendment No. 2 to his Statement on Schedule 13D dated
November 3, 1997 (the "Second 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
1116 Great Pond Road
North Andover, MA 01845
(c) Principal Occupation; Name and Address
of Principal Business Office
Independent Investor
1116 Great Pond Road
North Andover, MA 01845
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
<PAGE>
(f) Citizenship
The United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 21, 1998, Frederic B. Horne converted 350,000 shares of Class
B Common Stock to an equal number of shares of Class A Common Stock (the
"Conversion"). The Conversion required no payment of funds or other
consideration.
ITEM 4. PURPOSE OF TRANSACTION.
Frederic B. Horne converted 350,000 shares of Class B Common Stock to an
equal number of shares of Class A Common Stock in order to be in a position to
achieve liquidity with respect to such shares should he wish to dispose of all
or a portion of such shares at a future date.
Frederic B. Horne intends continuously to review his investment in the
Company and may from time to time acquire or dispose of shares of Class A
Common Stock or Class B Common Stock, depending on various factors, including
but not limited to general economic conditions, monetary and stock market
conditions and future developments affecting Mr. Horne or the Company. Except
as set forth above, Mr. Horne has no present plans or proposals to take any
action enumerated in the instructions to Item 4 of Schedule 13D under the
Securities Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Amount Beneficially Owned:
Frederic B. Horne is deemed the beneficial owner of 1,948,923 shares of
Common Stock of the Company, of which 500,000 shares are shares of Class
A Common Stock, after giving effect to the Conversion.
Mr. Horne's beneficial ownership consists of (i) 1,915,323 shares
beneficially owned by Mr. Horne, of which 500,000 are shares of Class A
Common Stock, (ii) 22,600 shares beneficially owned by a revocable 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.
Percent of Class:
7.2%
See Note 1 to this Item 5.
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 1991 Voting
Trust without the consent of the two trustees (currently Timothy P. Horne
<PAGE>
and Noah T. Herndon). Mr. Horne disclaims beneficial ownership of, and
disclaims dispositive power with respect to, the PWH Trust Shares. Mr.
Horne may be deemed to be the beneficial owner of 1,650 shares of Common
Stock which are part of the estate of Virginia B. Horne and to which Mr.
Horne is designated as the beneficiary. Mr. Horne disclaims beneficial
ownership with respect to such shares while, and for so long as, such
shares have not been distributed.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,948,923
(ii) Shared power to vote or direct the vote: 0
(iii)Sole power to dispose or direct the disposition of: 1,948,923
(iv) Shared power to dispose or direct the disposition of: 0
(c) Mr. Horne engaged in the following transactions during the past
sixty days:
(i) Converted 100,000 shares of Class B Common Stock to an equal
number of shares of Class A Common Stock on November 25, 1997.
(ii) Sold 11,000 shares of Class A Common Stock at $25.7875 per
share on November 26, 1997.
(iii)Sold 5,500 shares of Class A Common Stock at $26.0227 per share
on November 28, 1997.
(iv) Sold 10,000 shares of Class A Common Stock at $26.0588 per
share on December 1, 1997.
(v) Sold 12,000 shares of Class A Common Stock at $26.6083 per
share on December 2, 1997.
(vi) Converted 350,000 shares of Class B Common Stock to an equal
number of shares of Class A Common Stock on January 21, 1998.
(d) Not applicable
(e) Not applicable
Note 1: The percentages above have been determined as of September 30, 1997 in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. At that date, a total of 27,062,854 shares of Common Stock were
outstanding, of which 11,159,127 were shares of Class B Common Stock entitled
to ten votes per share and 15,903,727 were shares of Class A Common Stock
entitled to one vote per share. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Amended and Restated Stock Restriction Agreement
All shares of Class B Common Stock owned individually by or in trust for
the benefit of Timothy P. Horne, Frederic B. Horne, George B. Horne, Daniel W.
Horne, Deborah Horne and Peter W. Horne; 80,200 shares of Common Stock owned
individually by or in trust for the benefit of Tara V. Horne; 72,600 shares of
Common Stock owned in trust for the benefit of Tiffany R. Horne; and 33,600
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.
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
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 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.
* * *
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.
<PAGE>
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: February 5, 1998
