<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CIRCOR INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.01 par value
- --------------------------------------------------------------------------------
(Title of class of securities)
17273K 10 9
-----------------------------------------------------------
(CUSIP number)
Timothy P. Horne
c/o Watts Industries, Inc.
815 Chestnut Street
North Andover, MA 01845-6098
(978) 688-1811
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
October 18, 1999
-----------------------------------------------------------
(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 [ ].
(Continued on the following pages)
(Page 1 of 15 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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 17273K 10 9 PAGE 2 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy P. Horne
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,955,391
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,433,381
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,398,140
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,955,391
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 17273K 10 9 PAGE 3 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George B. Horne
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,062,300
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,062,330
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.03%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 17273K 10 9 PAGE 4 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel W. Horne
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
667,920
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
667,920
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.05%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 17273K 10 9 PAGE 5 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deborah Horne
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
667,920
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
667,920
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.05%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 17273K 10 9 PAGE 6 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Judith Rae Horne
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
103,870
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
103,870
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.79%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 17273K 10 9 PAGE 7 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tara V. Horne
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
11,890
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
11,890
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
20,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
46,990
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.36%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 8 of 15 pages
Item 1. Security and Issuer.
-------------------
The securities to which this statement relates are the shares of
common stock, par value $.01 per share, of CIRCOR International, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 35 Corporate Drive, Burlington, Massachusetts 01803.
Item 2. Identity and Background.
-----------------------
(a) This statement is being filed by the following
persons: Timothy P. Horne, George B. Horne, Daniel W. Horne, Deborah Horne,
Judith Rae Horne and Tara V. Horne, collectively referred to as the "Reporting
Persons."
(b) and (c)
Mr. Timothy P. Horne is the Chairman of the Board and Chief
Executive Officer of Watts Industries, Inc. which is principally engaged in the
valve manufacturing business and his business address is 815 Chestnut Street,
North Andover, Massachusetts 01845.
Mr. George B. Horne is retired.
Mr. Daniel W. Horne is the owner and operator of an antiques
dealership and his business address is P.O. Box 427, Topsfield, Massachusetts
01983.
Ms. Deborah Horne operates a ranch and her business address is
HCR #73, Rte. 1 Box 113, Twist, Washington 98856.
Ms. Judith Rae Horne is a licensed psychologist and her
principal address is 94 Porter Road, Andover, Massachusetts 01810.
Ms. Tara V. Horne is in the desktop publishing business and
her principal address is P.O. Box 2404, Nantucket, Massachusetts 02584.
(d) and (e) During the last five years, none of the persons identified
in this Item 2 has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
(f) Each natural person identified in this Item 2 is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The CIRCOR International, Inc. shares were acquired by the Reporting
Persons in a one-for-two pro-rata distribution to the shareholders of Watts
Industries, Inc. and no consideration was paid for such shares.
Item 4. Purpose of Transaction.
----------------------
Each of the Reporting Persons acquired shares of the issuer as a
result of being shareholders of Watts Industries, Inc. on the distribution
record date of October 6, 1999, in a one-for-two pro-rata distribution to the
shareholders of Watts Industries, Inc. (see Item 3 above). Mr. Timothy P. Horne
is a director of the issuer and may receive securities, or options to purchase
securities, of the issuer from time to time.
Item 5. Interest in Securities of Issuer.
--------------------------------
(a) - (b)
<PAGE>
Page 9 of 15 pages
Timothy P. Horne
- ----------------
Amount Beneficially Owned:
Timothy P. Horne is the beneficial owner of 3,955,391 shares of common
stock of the issuer. This amount includes (i) 1,406,981 shares of common stock
beneficially owned by Timothy P. Horne individually, (ii) 667,920 shares
beneficially owned by a revocable trust for the benefit of Daniel W. Horne,
Timothy P. Horne's brother, for which Timothy P. Horne serves as sole trustee,
(iii) 667,920 shares beneficially owned by a revocable trust for the benefit of
Deborah Horne, Timothy P. Horne's sister, for which Mr. Horne serves as sole
trustee, which trust is revocable with the consent of the trustee, (iv)
1,062,300 shares held for the benefit of George B. Horne, Timothy P. Horne's
father, under a revocable trust for which Timothy P. Horne and George B. Horne
serve as co-trustees, (v) 20,000 shares owned by Tara V. Horne, Timothy P.
Horne's daughter, (vi) 103,870 shares held by Judith Rae Horne, Timothy P.
Horne's wife, as trustee and custodian for Timothy P. Horne's daughter, Tiffany
Rae Horne, and (vii) 11,300 and 15,100 shares held for the benefit of Tiffany
Rae Horne and Tara V. Horne, respectively, under irrevocable trusts for which
Mr. Horne serves as trustee, respectively.
1,375,610 of the shares in clause (i) and all of the shares noted in
clauses (ii) through (vii) (3,924,020 shares in the aggregate) are held in the
1997 Voting Trust (as defined in Item 6 below) for which Timothy P. Horne serves
as trustee.
Amount Beneficially Owned: 3,955,391
Percentage of Class: 29.9%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: 3,955,391
Shared power to vote or to direct the vote: None
Sole power to dispose or to direct the disposition of: 1,433,381
Shared power to dispose or to direct the disposition of: 2,398,140
<PAGE>
Page 10 of 15 pages
George B. Horne
- ---------------
Amount Beneficially Owned:
George B. Horne is the beneficial owner of 1,062,300 shares of common stock
of the issuer. George B. Horne's beneficial ownership consists of 1,062,300
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
(as defined in Item 6 below) for which Timothy P. Horne serves as sole trustee.
Amount Beneficially Owned: 1,062,300
Percentage of Class: 8.03%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: None
Shared power to vote or to direct the vote: None
Sole power to dispose or to direct the disposition of: None
Shared power to dispose or to direct the disposition of: 1,062,300
Daniel W. Horne
- ---------------
Amount Beneficially Owned:
Daniel W. Horne is the beneficial owner of 667,920 shares of common stock
of the issuer. Daniel W. Horne's beneficial ownership consists of 667,920
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 (as defined in
Item 6 below) for which Timothy P. Horne serves as sole trustee.
Amount Beneficially Owned: 667,920
Percentage of Class: 5.05%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: None
Shared power to vote or to direct the vote: None
Sole power to dispose or to direct the disposition of: None
Shared power to dispose or to direct the disposition of: 667,920
<PAGE>
Page 11 of 15 pages
Deborah Horne
- -------------
Amount Beneficially Owned:
Deborah Horne is the beneficial owner of 667,920 shares of common stock of
the issuer. Deborah Horne's beneficial ownership consists of 667,920 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 (as defined in Item 6
below) for which Timothy P. Horne serves as sole trustee.
Amount Beneficially Owned: 667,920
Percentage of Class: 5.05%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: None
Shared power to vote or to direct the vote: None
Sole power to dispose or to direct the disposition of: None
Shared power to dispose or to direct the disposition of: 667,920
Judith Rae Horne
----------------
Amount Beneficially Owned:
Judith Rae Horne is the beneficial owner of 103,870 shares of common stock
of the issuer. Judith Rae Horne's beneficial ownership consists of 103,870
shares held in a trust and custodial account for the benefit of Tiffany Rae
Horne, Judith Rae Horne and Timothy P. Horne's daughter, of which Judith Rae
Horne serves as sole trustee and custodian. All of such shares are subject to
the 1997 Voting Trust (as defined in Item 6 below) for which Timothy P. Horne
serves as sole trustee.
Amount Beneficially Owned: 103,870
Percentage of Class: 0.79%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: None
Shared power to vote or to direct the vote: None
Sole power to dispose or to direct the disposition of: None
Shared power to dispose or to direct the disposition of: 103,870
<PAGE>
Page 12 of 15 pages
Tara V. Horne
-------------
Amount Beneficially owned:
Tara V. Horne is the beneficial owner of 46,900 shares of common stock of
the issuer. Tara V. Horne's beneficial ownership consists of 31,890 shares
owned by Tara V. Horne, individually, and 15,100 shares held for the benefit of
Tara V. Horne in an irrevocable trust for which Timothy P. Horne, Tara V.
Horne's father, serves as trustee. 35,100 of such shares are subject to the
1997 Voting Trust (as defined in Item 6 below) for which Timothy P. Horne serves
as sole trustee.
Amount Beneficially Owned: 46,990
Percentage of Class: 0.36%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: 11,890
Shared power to vote or to direct the vote: None
Sole power to dispose or to direct the disposition of: 11,890
Shared power to dispose or to direct the disposition of: 20,000
(c) Only one transaction involving the common stock of the issuer
beneficially owned by the Reporting Persons was effected during the past sixty
days and a description is set forth below:
The Reporting Persons acquired the shares of the issuer in a one-for-two
pro-rata distribution to the shareholders of Watts Industries, Inc. completed on
October 18, 1999.
(d) Ownership on Behalf of Another Person
Timothy P. Horne
----------------
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, 1,062,300
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, 677,920
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, 677,920 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.
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 20,000 shares which she holds individually and 15,100 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 103,870 shares held for the benefit of
<PAGE>
Page 13 of 15 pages
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.
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, 1,062,300 shares held in such trust.
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, 667,920 shares held in such trust.
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, 667,920 shares held in such trust. The trustee's consent is
required to revoke such trust.
Judith Rae Horne
----------------
Judith Rae Horne has the power, as the custodian and trustee of a trust
and custodial account for the benefit of Tiffany Rae Horne and subject to
the limitations of such trust and custodial account, to direct the receipt
of dividends from, or the proceeds from the sale of, 103,870 shares held
in such trust and custodial account.
Tara V. Horne
-------------
Not Applicable
(e) Not applicable.
<PAGE>
Page 14 of 15 pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Timothy P. Horne serves as the trustee for the Amended and Restated
George B. Horne Voting Trust Agreement -- 1997 (the "1997 Voting Trust").
1,375,610 shares of common stock held by Timothy P. Horne, individually, all
shares of common stock held by trusts for the benefit of George B. Horne, Daniel
W. Horne, Deborah Horne and Tara V. Horne, Timothy P. Horne's daughter, all of
the shares of common stock held by Judith Rae Horne, as custodian and trustee
for her daughter, and all of the shares of common stock held by Tara V. Horne
(3,924,020 shares in the aggregate) are subject to the terms of the 1997 Voting
Trust. Under the terms of the 1997 Voting Trust, Timothy P. Horne has the power
to determine in his sole discretion whether or not proposed actions to be taken
by the trustee of the 1997 Voting Trust shall be taken, including the trustee's
right to authorize the withdrawal of shares from the 1997 Voting Trust. The
1997 Voting Trust expires on August 26, 2021, subject to extension on or after
August 26, 2019 by shareholders (including the trustee of any trust shareholder,
whether or not such trust is then in existence) who deposited shares of 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 consent of Timothy P. Horne, as sole
trustee of the 1997 Voting Trust is required for the removal of any shares from
the 1997 Voting Trust.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following documents are filed as exhibits to this Schedule 13D:
Exhibit 9.1 The Amended and Restated George B. Horne Voting Trust
Agreement--1997 dated as of September 14, 1999
(incorporated by reference to Exhibit 9.1 to Amendment
No. 1 to the CIRCOR International, Inc. Registration
Statement on Form 10 as filed with the Securities and
Exchange Commission on September 22, 1999 (File No. 000-
26961)).
Exhibit 10.1 Powers of Attorney, dated as of October 28, 1999, by and
between Timothy P. Horne and Thomas J. White, as
Attorneys in Fact and the Reporting Persons, filed
herewith as Exhibit 10.1.
<PAGE>
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: October 28, 1999 /s/ Timothy P. Horne
---------------------------------------
Timothy P. Horne
/s/ Thomas J. White
---------------------------------------
*George B. Horne
/s/ Thomas J. White
---------------------------------------
*Daniel W. Horne
/s/ Kenneth J. McAvoy
---------------------------------------
**Deborah Horne
/s/ Thomas J. White
---------------------------------------
*Judith Rae Horne
/s/ Thomas J. White
---------------------------------------
*Tara V. Horne
* By Thomas J. White, Attorney in Fact pursuant to Powers of Attorney filed as
Exhibit 10.1 to this Schedule 13D filed with the Securities and Exchange
Commission on October 28, 1999.
** By Kenneth J. McAvoy, Attorney in Fact pursuant to a Power of Attorney filed
as Exhibit 6 to Amendment No. 5 to Schedule 13G filed with the Securities and
Exchange Commission on February 12, 1992 by Timothy P. Horne for the Horne
Family Group, which Power of Attorney is hereby incorporated herein by
reference.
<PAGE>
Exhibit 10.1
Power of Attorney
Each of the undersigned hereby severally constitutes and appoints Timothy
P. Horne and Thomas J. White, and each of them acting singly, his or her true
and lawful attorney with full power for them, and each of them singly, to sign
for each of us and in each our names, all reports and statements arising from or
in connection with the ownership of the capital stock of CIRCOR International,
Inc., and its successors, and any securities for or into which shares of such
capital stock may be exchanged or converted, including without limitation, any
and all amendments to Schedule 13D or Schedule 13G (or any successor form) filed
with the Securities and Exchange Commission, and generally to do all such things
in the name and on behalf of each of us to comply with all applicable provisions
of the Securities Exchange Act of 1934, as amended from time to time, or any
successor statute, and any regulations promulgated thereunder, hereby ratifying
and confirming the signature of each of the undersigned as it may be signed by
the said attorneys, or any of them, on any such document or report.
Witness our hands and common seal on the dates set forth below:
Dated: October 19, 1999 /s/ George B. Horne
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George B. Horne
Dated: October 28, 1999 /s/ Daniel W. Horne
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Daniel W. Horne
Dated: October 14, 1999 /s/ Judith Rae Horne
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Judith Rae Horne
Dated: October 28, 1999 /s/ Tara V. Horne
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Tara V. Horne
