eps3261.htm

 
 
CUSIP No. 942749 10 2
13G
Page 1 of 18
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_______________

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 23)*


WATTS WATER TECHNOLOGIES, INC.
(Name of Issuer)

Class A Common Stock, par value $.10 per share
(Title of Class of Securities)

942749 10 2
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)
☐  Rule 13d-1(c)
☒  Rule 13d-1(d)

*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.


 
 
 
CUSIP No. 942749 10 2
13G
Page 2 of 18



1.
Name of Reporting Person
  
     
 
Timothy P. Horne
  
     
2.
Check the Appropriate Box if a Member of a Group
(a)  ☒
   
(b)  ☐
     
3.
SEC Use Only
  
     
     
     
4.
Citizenship or Place of Organization
  
     
 
United States
  

 
5.
Sole Voting Power
Number of
  
7,232,843
Shares
    
Beneficially
6.
Shared Voting Power
Owned by
  
None
Each
    
Reporting
7.
Sole Dispositive Power
Person
  
2,255,869
With
    
 
8.
Shared Dispositive Power
   
3,333,940

9.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
7,232,843
   
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
 
¨
   
11.
Percent of Class Represented by Amount in Row 9
   
 
19.8%
   
12.
Type of Reporting Person
   
 
IN

 
 
 
CUSIP No. 942749 10 2
13G
Page 3 of 18



1.
Name of Reporting Person
  
     
 
Daniel W. Horne
  
     
2.
Check the Appropriate Box if a Member of a Group
(a)  ☒
   
(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
   
1,666,970

9.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
1,666,970
   
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
 
¨
   
11.
Percent of Class Represented by Amount in Row 9
   
 
5.4%
   
12.
Type of Reporting Person
   
 
IN


 
 
 
CUSIP No. 942749 10 2
13G
Page 4 of 18



1.
Name of Reporting Person
  
     
 
Deborah Horne
  
     
2.
Check the Appropriate Box if a Member of a Group
(a)  ☒
   
(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
   
1,666,970

9.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
1,666,970
   
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
 
¨
   
11.
Percent of Class Represented by Amount in Row 9
   
 
5.4%
   
12.
Type of Reporting Person
   
 
IN


 
 
 
CUSIP No. 942749 10 2
13G
Page 5 of 18



1.
Name of Reporting Person
  
     
 
Peter W. Horne
  
     
2.
Check the Appropriate Box if a Member of a Group
(a)  ☒
   
(b)  ☐
     
3.
SEC Use Only
  
     
     
     
4.
Citizenship or Place of Organization
  
     
 
United States
  

 
5.
Sole Voting Power
Number of
  
85,760
Shares
    
Beneficially
6.
Shared Voting Power
Owned by
  
None
Each
    
Reporting
7.
Sole Dispositive Power
Person
  
85,760
With
    
 
8.
Shared Dispositive Power
   
1,495,010

9.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
1,580,770
   
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
 
¨
   
11.
Percent of Class Represented by Amount in Row 9
   
 
5.1%
   
12.
Type of Reporting Person
   
 
IN


 
 
 
CUSIP No. 942749 10 2
13G
Page 6 of 18


STATEMENT ON SCHEDULE 13G

Item 1(a).  Name of Issuer.*

   Watts Water Technologies, 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 W. Horne
Deborah Horne
Peter W. Horne

Item 2(b).  Address of Principal Business Office or, if None, Residence.

   c/o Watts Water Technologies, 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.

 
 
 
CUSIP No. 942749 10 2
13G
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Item 2(e).  CUSIP Number.

942749 10 2


Item 3.  If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check  Whether the Person Filing is a:

(a)
☐
Broker or dealer registered under Section 15 of the Exchange Act.
     
(b)
☐
Bank as defined in Section 3(a)(6) of the Exchange Act.
     
(c)
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d)
☐
Investment company registered under Section 8 of the Investment Company Act of 1940.
     
(e)
☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f)
☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g)
☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h)
☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
☐
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j)
☐
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
     
(k)
☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_____________________

Not Applicable.


 
 
 
CUSIP No. 942749 10 2
13G
Page 8 of 18


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 7,232,843 shares of Class A Common Stock of the Issuer.  As noted below, a substantial portion of Mr. Horne’s 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) 2,204,390 shares of Class B Common Stock and 5,585 shares of Class A Common Stock held by Mr. Horne, (ii) 1,666,970 shares of Class B Common Stock held by a revocable trust for the benefit of Daniel W. Horne, Mr. Horne’s brother, for which Mr. Horne serves as sole trustee, (iii) 1,666,970 shares of Class B Common Stock held 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) 1,495,010 shares of Class B Common Stock held by a revocable trust for the benefit of Peter W. Horne, Mr. Horne’s brother, for which Peter W. Horne serves as sole trustee, (v) 22,600 and 20,200 shares of Class B Common Stock 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, (vi) 147,740 shares of Class B Common Stock held by a revocable trust for the benefit of Tiffany Rae Horne, for which Walter J. Flowers, a partner in the law firm of Flowers and Manning, LLP, serves as trustee, (vii) 3,094 shares of Class A Common Stock issuable upon the exercise of stock options within 60 days after December 31, 2008, and (viii) 284 shares of Class A Common Stock issued to Mr. Horne as a restricted stock award under the Watts Water Technologies, Inc. 2004 Stock Incentive Plan, which remain subject to certain restrictions on the transfer and disposition of such shares.  All of the shares of Class B Common Stock noted in clauses (i) through (vi) (7,223,880 shares of Class B Common Stock in the aggregate) are subject to The Amended and Restated George B. Horne Voting Trust Agreement - 1997 (“1997 Voting Trust”) for which Mr. Horne serves as trustee.  (See Exhibit 2 for a description of the 1997 Voting Trust).


 
 
 
CUSIP No. 942749 10 2
13G
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(b)           Percent of Class:

19.8% equity percentage
70.7% voting percentage

The equity percentage was determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  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 matters, equity percentage is not equivalent to voting percentage.

(c)           Number of shares as to which such person has:

(i)           sole power to vote or to direct the vote
7,232,843

(ii)           shared power to vote or to direct the vote
None

(iii)           sole power to dispose or to direct the disposition of
2,255,869

(iv)           shared power to dispose or to direct the disposition of
3,333,940

 
 
 
CUSIP No. 942749 10 2
13G
Page 10 of 18


 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 1,666,970 shares of Class A Common Stock of the Issuer.  As noted below, all of Mr. Horne’s 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 1,666,970 shares of Class B Common Stock held in a revocable trust for which Timothy P. Horne serves as the sole trustee, all of which are subject to the 1997 Voting Trust for which Timothy P. Horne serves as sole trustee.  (See Exhibit 2 for a description of the 1997 Voting Trust).

(b)           Percent of Class:

5.4% equity percentage
0.0% voting percentage

(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
1,666,970


 
 
 
CUSIP No. 942749 10 2
13G
Page 11 of 18


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 1,666,970 shares of Class A Common Stock of the Issuer.  As noted below, all of Ms. Horne’s 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 1,666,970 shares of Class B Common Stock held in a revocable trust for which Timothy P. Horne serves as the sole trustee, all of which are subject to the 1997 Voting Trust for which Timothy P. Horne serves as sole trustee.  (See Exhibit 2 for a description of the 1997 Voting Trust).

(b)           Percent of Class:

5.4% equity percentage
0.0% voting percentage

(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
1,666,970



 
 
 
CUSIP No. 942749 10 2
13G
Page 12 of 18


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 1,580,770 shares of Class A Common Stock of the Issuer.  As noted below, substantially all of Mr. Horne’s 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 (i) 1,545,010 shares of Class B Common Stock held in a revocable trust for which Mr. Horne serves as the sole trustee, and (ii) 35,760 shares of Class A Common Stock.  1,495,010 shares of Class B Common Stock described in clause (i) above are subject to the 1997 Voting Trust for which Timothy P. Horne serves as trustee.  (See Exhibit 2 for a description of the 1997 Voting Trust).

(b)           Percent of Class:

5.1% equity percentage
0.5% voting percentage


(c)           Number of shares to which such person has:

(i)           sole power to vote or to direct the vote
85,760

(ii)           shared power to vote or to direct the vote
None

(iii)           sole power to dispose or to direct the disposition of
85,760

(iv)           shared power to dispose or to direct the disposition of
1,495,010


 
 
 
CUSIP No. 942749 10 2
13G
Page 13 of 18


 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

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, 1,666,970 shares of Class B Common Stock 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, 1,666,970 shares of Class B Common Stock 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, 1,495,010 shares of Class B Common Stock held for the benefit of Peter W. Horne under a revocable trust for which Peter W. Horne serves as sole trustee and which shares are subject to the 1997 Voting 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, 1,666,970 shares of Class B Common Stock 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, 1,666,970 shares of Class B Common Stock held in such trust.  The trustee’s consent is required to revoke such trust.


 
 
 
CUSIP No. 942749 10 2
13G
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Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Peter W. Horne

Not Applicable


Item 7.  Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.  Identification and Classification of Members of the Group.

A group has filed this Schedule 13G pursuant to Rule 13d-1(d).  The members of the group are:

Timothy P. Horne
Daniel W. Horne
Deborah Horne
Peter W. Horne

Item 9.  Notice of Dissolution of Group.

Not Applicable


Item 10.  Certification.

Not Applicable


 
 
 
CUSIP No. 942749 10 2
13G
Page 15 of 18


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 5, 2009





/s/ Timothy P. Horne
TIMOTHY P. HORNE




 /s/ Timothy P. Horne   *
DANIEL W. HORNE




 /s/ Timothy P. Horne *
DEBORAH HORNE




/s/ Timothy P. Horne*
PETER W. HORNE



*
By Timothy P. Horne, Attorney in Fact pursuant to Powers of Attorney filed with the Securities and Exchange Commission on February 12, 1992, which Powers of Attorney are hereby incorporated herein by reference.

 
 
 
CUSIP No. 942749 10 2
13G
Page 16 of 18


INDEX OF EXHIBITS


1.
Amended and Restated Stock Restriction Agreement

2.
The Amended and Restated George B. Horne Voting Trust Agreement - 1997



 
 
 
CUSIP No. 942749 10 2
13G
Page 17 of 18


EXHIBIT 1


All Class B Common Stock shares beneficially owned by Timothy P. Horne are held individually by or in trust for the benefit of Timothy P. Horne, Daniel W. Horne, Deborah Horne, Tara V. Horne, Tiffany R. Horne and Peter W. Horne, 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 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.


 
 
 
CUSIP No. 942749 10 2
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EXHIBIT 2

The 2,204,390 shares of Class B Common Stock held by Timothy P. Horne, individually, 1,666,970 shares of Class B Common Stock held by a trust for the benefit of Daniel W. Horne, 1,666,970 shares of Class B Common Stock held by a trust for the benefit of Deborah Horne, 1,495,010 shares of Class B Common Stock held by a trust for the benefit of Peter W. Horne, 22,600 and 20,200 shares of Class B Common Stock held for the benefit of Tiffany Rae Horne and Tara V. Horne, respectively, under irrevocable trusts for which Mr. Horne serves as trustee,  and 147,740 shares of Class B Common Stock held by a trust for the benefit of Tiffany Rae Horne (7,223,880 shares of Class B Common Stock 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 Issuer, and Walter J. Flowers, a partner in the law firm of Flowers and Manning, LLP (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.  If any of the Successor Trustees is unable or unwilling or shall otherwise fail to serve as a trustee of the 1997 Voting Trust, or after becoming a co-trustee shall cease to serve as such for any reason, then a third person shall become a co-trustee with the remaining two trustees, in accordance with the following line of succession:  first, any individual designated as the Primary Designee, next, any individual designated as the Secondary Designee, and then, an individual appointed by the holders of a majority in interest of the voting trust certificates then outstanding. 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.  No trustee or Successor Trustee shall possess the Determination Power unless it is specifically conferred upon such trustee pursuant to the provisions of the 1997 Voting Trust.

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 not 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 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 28, 1999 filed with the Securities and Exchange Commission.