UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12 )*
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 8,107,676
Shares
Beneficially 6. Shared Voting Power
Owned by 1,235,840
Each
Reporting 7. Sole Dispositive Power
Person 3,010,856
With
8. Shared Dispositive Power
4,849,080
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,343,516
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row 9
34.8%
12. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. identification no. of above person
Daniel J. Murphy, III
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 20,400
Shares
Beneficially 6. Shared Voting Power
Owned by 1,235,840
Each
Reporting 7. Sole Dispositive Power
Person 20,400
With
8. Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,256,240
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row 9
4.7%
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
7.9%
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
5.0%
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
5.0%
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
5.0%
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
70,200
9. Aggregate Amount Beneficially Owned by Each Reporting Person
93,980
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
Daniel J. Murphy, III
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.
On January 27, 1999, Daniel J. Murphy, III became co-trustee of
The Horne Family Voting Trust - 1991, succeeding Noah T. Herndon
who died on January 11, 1999.
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 9,343,516 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
62,742 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) 40,000
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)
196,894 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) (7,848,040 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 Exhibit 4 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 Exhibit 6 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 for the 62,742 shares of Class A
Common Stock noted in clause (i) and all of the shares noted in
clause (ix).
(b) Percent of Class:
34.8% (See Exhibit 1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
8,107,676
(ii) shared power to vote or to direct the vote
1,235,840
(iii) sole power to dispose or to direct the disposition of
3,010,856
(iv) shared power to dispose or to direct the disposition of
4,849,080
Item 4. Ownership.
Daniel J. Murphy, III
(a) Amount Beneficially Owned:
On December 31, 1998, Noah T. Herndon was a co-trustee of the
1991 Voting Trust. Mr. Herndon died on January 11, 1999. On
January 27, 1999, Daniel J. Murphy, Jr. became a co-trustee of
the 1991 Voting Trust as the successor to Mr. Herndon. Mr.
Murphy is deemed the beneficial owner of 1,256,240 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) 4,400 shares of Class A Common Stock, beneficially
owned by Mr. Murphy, (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) 16,000 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. Murphy serves
as co-trustee (See Exhibit 6 for a description of the 1991
Voting Trust). All shares beneficially owned or which may be
deemed to be beneficially owned by Mr. Murphy are Class B
Common Stock except all of the shares noted in clauses (i) and
(iii).
(b) Percent of Class.
4.7% (See Exhibit 1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
20,400
(ii) shared power to vote or to direct the vote
1,235,840
(iii) sole power to dispose or to direct the
disposition of
20,400
(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 Exhibit 4 for a description of the 1997
Voting Trust).
(b) Percent of Class:
7.9% (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 4. Ownership.
Daniel W. Horne
(a) Amount Beneficially Owned:
Daniel W. Horne (for purposes of this particular Item 4, "Mr.
Horne") is deemed the beneficial owner of 1,335,840 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 1,335,840 shares
held in a revocable trust for which Timothy P. Horne serves as
the sole trustee. All of such shares are subject to the 1997
Voting Trust for which Timothy P. Horne serves as sole trustee.
(See Exhibit 4 for a description of the 1997 Voting Trust).
(b) Percent of Class:
5.0% (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
1,335,840
Item 4. Ownership.
Deborah Horne
(a) Amount Beneficially Owned:
Deborah Horne (for purposes of this particular Item 4, "Ms.
Horne") is deemed the beneficial owner of 1,335,840 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.
Ms. Horne's beneficial ownership consists of 1,335,840 shares
held in a revocable trust for which Timothy P. Horne serves as
the sole trustee. All of such shares are subject to the 1997
Voting Trust for which Timothy P. Horne serves as sole trustee.
(See Exhibit 4 for a description of the 1997 Voting Trust).
(b) Percent of Class:
5.0% (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
1,335,840
Item 4. Ownership.
Peter W. Horne
(a) Amount Beneficially Owned:
Peter W. Horne (for purposes of this particular Item 4, "Mr.
Horne") is deemed the beneficial owner of 1,335,840 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, other than 100,000 shares which are
shares of Class A Common Stock
Mr. Horne's beneficial ownership consists of (i) 1,235,840
shares held in a revocable trust for which Frederic B. Horne
and George B. Horne serve as the sole trustee and (ii) 100,000
shares of Class A Common Stock. All of the shares of Class B
Common Stock described in clause (i) above are subject to the
1991 Voting Trust for which Timothy P. Horne and Daniel J.
Murphy, III serve as co-trustees. (See Exhibit 6 for a
description of the 1991 Voting Trust).
(b) Percent of Class:
5.0% (See Exhibit 1)
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote
100,000
(ii) shared power to vote or to direct the vote
None
(iii) sole power to dispose or to direct the disposition of
100,000
(iv) shared power to dispose or to direct the disposition of
1,235,840
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 40,000 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.
Daniel J. Murphy, III
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 4, 1999 /s/ Timothy P. Horne
____________________________
TIMOTHY P. HORNE
/s/ Daniel J. Murphy, III
____________________________
DANIEL J. MURPHY, III
/s/ George B. Horne
____________________________
*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 6 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. Designation of Successor Trustee to 1991 Voting Trust
6. Horne Family Voting Trust Agreement - 1991
7. Acceptance of Appointment as Successor Trustee of the 1991
Voting Trust
8. Designation of Successor Co-Trustee to the 1997 Voting
Trust
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 -- 76.2%
Daniel J. Murphy, III -- 10.4%
Peter W. Horne -- 0.08%
Tara V. Horne -- 0.02%
Group -- 79.3%
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 70,200 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
Daniel J. Murphy, III
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 40,000 shares of Class B Common Stock held by
Tara V. Horne (7,848,040 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 Daniel
J. Murphy, III, a director of the Company, 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 if such individuals are
willing and able to succeed.. 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 No. 1 to the 1997 Voting Trust
Agreement dated October 30, 1997 which is incorporated herein by
reference to Exhibit 5 to Amendment No. 11 to this Schedule 13G filed
with the Securities and Exchange Commission as amended through the date
hereof, and to the text of the Designation of Successor Trustee included
herein as Exhibit 8.
EXHIBIT 5
HORNE FAMILY VOTING TRUST AGREEMENT - 1991
DESIGNATION OF TRUSTEES
TIMOTHY P. HORNE, as the Trustee who holds the Determination Power
granted by the provisions of Section 10 of that Voting Trust Agreement
dated as of October 31, 1991, and as amended on August 26, 1997, and as
amended on October 17, 1997, and in accordance with the power granted by
the Second Paragraph of Section 11 of said Trust Agreement, does hereby
designate DANIEL J. MURPHY, III as the Primary Designee as defined in
the Agreement and for the purposes set forth in the Agreement. The said
TIMOTHY P. HORNE, Trustee as Aforesaid, also hereby revokes the
designation of JOHN R. LECLAIRE as the Secondary Designee as defined in
the Agreement and for the purposes set forth in the Agreement. The
aforesaid designation and revocation are in each case made as and to the
extent provided in the Agreement and they are subject in all events to
the terms thereof.
This Designation shall supersede any prior designation made by the
undersigned Trustee or Trustees.
/s/ Timothy P. Horne
TIMOTHY P. HORNE
Trustee as Aforesaid
Acknowledged: /s/ George B. Horne
GEORGE B. HORNE
Commonwealth of Massachusetts
Essex, ss January 27, 1999
Then appeared before me the above named TIMOTHY P. HORNE and
GEORGE B. HORNE, who stated that the foregoing instrument was published
in accordance with the terms of the Trust and that it represents their
free act and deed, before me:
/s/ Thomas J. White
Notary Public
My Commission Expires: 10/2/03
EXHIBIT 6
HORNE FAMILY VOTING TRUST - 1991
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 Daniel J. Murphy, III)
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 which is
incorporated by reference to Exhibit 7 to Amendment No. 11 to this
Schedule 13G filed with the Securities and Exchange Commission as
amended through the date hereof, and to the text of the Designation of
Successor Trustee which included herein as Exhibit 5 and to the text of
the signature counterpart to the 1991 Voting Trust which is included
herein as Exhibit 7.
EXHIBIT 7
THE HORNE FAMILY VOTING TRUST AGREEMENT - 1991
ACCEPTANCE OF APPOINTMENT AS SUCCESSOR TRUSTEE
The undersigned DANIEL J. MURPHY, III, having been named as the
Primary Designee to serve as a Successor Trustee of the HORNE FAMILY
VOTING TRUST AGREEMENT - 1991, u/d/t October 31, 1991, and as amended on
August 26, 1997 and as amended on October 17, 1997, hereby accepts
appointment to serve as a Successor Co-Trustee of the said Trust.
/s/ Daniel J. Murphy, III /s/ Daniel J. Murphy, III
DANIEL J. MURPHY, III
Commonwealth of Massachusetts
Essex, ss. January 27, 1999
Then appeared before me the above-named DANIEL J. MURPHY, III, who
declared that the foregoing statement represents his free act and deed,
before me,
/s/ Thomas J. White
Notary Public
My Commission Expires: 10/2/03
/s/ Thomas J. White Notary Public My Commission Expires: 10/2/03
EXHIBIT 8
THE GEORGE B. HORNE VOTING TRUST AGREEMENT - 1997
DESIGNATION OF SUCCESSOR TRUSTEE
This DESIGNATION OF SUCCESSOR TRUSTEE is made in accordance with
the provisions of ARTICLE ELEVEN of the Indenture of Trust of the GEORGE
B. HORNE VOTING TRUST AGREEMENT - 1997, u/d/t dated August 26, 1997.
RECITALS
Whereas, NOAH T. HERNDON, JOHN R. LECLAIRE, AND WALTER J. FLOWERS
were appointed to serve as Successor Co-Trustees of the Trust, and
Whereas, the said NOAH T. HERNDON is now deceased, and
Whereas, TIMOTHY P. HORNE, as Trustee of the Trust, has the power
and capacity to appoint a Primary Designee who shall serve in the stead
of a named Co-Trustee who is not able or is not willing to serve, all in
accordance with the provisions of Article Eleven of said Trust, the said
TIMOTHY P. HORNE, Trustee as aforesaid, hereby designates DANIEL J.
MURPHY, III as the Primary Designee and hereby revokes the appointment
of JOHN R. LECLAIRE as a Successor Co-Trustee. Upon his acceptance of
appointment, the said DANIEL J. MURPHY, III shall serve as a Successor
Co-Trustee of the said Trust who shall serve in accordance with the
provisions of the Indenture of Trust with WALTER J. FLOWERS, who shall
continue to serve as a Successor Co-Trustee.
/s/ Timothy P. Horne
________________________
TIMOTHY P. HORNE
Trustee as Aforesaid
Commonwealth of Massachusetts
Essex. Ss January 27, 1999
Then appeared before me the above named TIMOTHY P. HORNE, who
declared that he is the Trustee of the GEORGE B. HORNE VOTING TRUST
AGREEMENT - 1997, and who stated that he published the foregoing
declaration in accordance with the provisions of the Trust and as his
free act and deed, before me,
/s/ Thomas J. White
Notary Public
My Commission Expires: 10/2/03
DOCSC\711546.2
CUSIP No. 942749 10 2 13G
