CUSIP No. 942749 10 2 13G Page 1 of 17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 13d-2
(Amendment No. 20)*
WATTS WATER TECHNOLOGIES, INC.
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(Name of Issuer)
Class A Common Stock, par value $.10 per share
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(Title of Class of Securities)
942749 10 2
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(CUSIP Number)
December 31, 2005
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(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)
|X| Rule 13d-1(d)
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*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 17
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1. Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Timothy P. Horne
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2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
United States
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5. Sole Voting Power
Number of 7,290,410
Shares -----------------------------------
Beneficially 6. Shared Voting Power
Owned by 50,000
Each -----------------------------------
Reporting 7. Sole Dispositive Power
Person 1,698,050
With -----------------------------------
8. Shared Dispositive Power
4,407,580
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,340,410
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|_|
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11. Percent of Class Represented by Amount in Row 9
22.6%
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12. Type of Reporting Person
IN
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CUSIP No. 942749 10 2 13G Page 3 of 17
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1. Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
George B. Horne
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2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
United States
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5. Sole Voting Power
Number of None
Shares -----------------------------------
Beneficially 6. Shared Voting Power
Owned by 50,000
Each -----------------------------------
Reporting 7. Sole Dispositive Power
Person None
With -----------------------------------
8. Shared Dispositive Power
1,974,600
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,974,600
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|_|
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11. Percent of Class Represented by Amount in Row 9
6.1%
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12. Type of Reporting Person
IN
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CUSIP No. 942749 10 2 13G Page 4 of 17
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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
George B. 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
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* Unless otherwise indicated, information contained in an Item pertains to
all members of the group making this filing.
CUSIP No. 942749 10 2 13G Page 5 of 17
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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.
(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) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not Applicable.
CUSIP No. 942749 10 2 13G Page 6 of 17
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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 7,340,410 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) 1,651,220 shares of Class B Common Stock and 400 shares
of Class A Common Stock held by Mr. Horne, (ii) 1,210,840 shares of
Class B Common Stock and 4,825 shares of Class A 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) 1,210,840
shares of Class B Common Stock and 6,475 shares of Class A 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)
1,085,840 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) 1,924,600 shares of Class
B Common Stock and 50,000 shares of Class A Common Stock 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) 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, (vii)
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, (viii) 3,094 shares of Class A Common Stock issuable upon
the exercise of stock options within 60 days after December 31,
2005, and (ix) 1,736 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 or disposition of such
shares. All of the shares of Class B Common Stock noted in clauses
(i) through (vii) (7,273,880 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 4 for a description of the
1997 Voting Trust).
CUSIP No. 942749 10 2 13G Page 7 of 17
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(b) Percent of Class:
(See Exhibit 1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
7,290,410
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(ii) shared power to vote or to direct the vote
50,000
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(iii) sole power to dispose or to direct the disposition of
1,698,050
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(iv) shared power to dispose or to direct the disposition of
4,407,580
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CUSIP No. 942749 10 2 13G Page 8 of 17
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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 1,974,600 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.
Mr. Horne's beneficial ownership consists of 1,924,600 shares of
Class B Common Stock and 50,000 shares of Class A Common Stock held
in a revocable trust for which Timothy P. Horne and George B. Horne
serve as co-trustees. All of such shares of Class B Common Stock 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:
(See Exhibit 1)
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote
None
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(ii) shared power to vote or to direct the vote
50,000
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(iii) sole power to dispose or to direct the disposition of
None
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(iv) shared power to dispose or to direct the disposition of
1,974,600
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CUSIP No. 942749 10 2 13G Page 9 of 17
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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
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,
1,924,600 shares of Class B Common Stock and 50,000 shares of Class
A Common Stock 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,
1,210,840 shares of Class B Common Stock and 4,825 shares of Class A
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,
1,210,840 shares of Class B Common Stock and 6,475 shares of Class A
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,
1,135,840 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.
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, 1,924,600 shares
of Class B Common Stock and 50,000 shares of Class A Common Stock
held in such trust.
CUSIP No. 942749 10 2 13G Page 10 of 17
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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). 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
CUSIP No. 942749 10 2 13G Page 11 of 17
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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 7, 2006
/s/ Timothy P. Horne
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TIMOTHY P. HORNE
/s/ Timothy P. Horne *
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GEORGE B. 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 12 of 17
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INDEX OF EXHIBITS
1. Voting Percentages
2. Amended and Restated Stock Restriction Agreement
3. Identity of Group Members
4. The Amended and Restated George B. Horne Voting Trust Agreement - 1997
CUSIP No. 942749 10 2 13G Page 13 of 17
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EXHIBIT 1
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. 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.
Stockholder Voting Percentage
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Timothy P. Horne 73.8%
George B. Horne 0.1%
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Group 73.8%
The following table indicates the percentage of the outstanding shares of
Class A Common Stock beneficially owned by each group member and by the entire
group as a whole. The percentages were determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended.
Stockholder Equity Percentage
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Timothy P. Horne 22.6%
George B. Horne 6.1%
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Group 22.6%
CUSIP No. 942749 10 2 13G Page 14 of 17
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EXHIBIT 2
All Class B Common Stock shares beneficially owned by members of the group
are held individually by or in trust for the benefit of Timothy P. Horne, George
B. 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 (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.
CUSIP No. 942749 10 2 13G Page 15 of 17
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EXHIBIT 3
Item 8 Continued.
The members of the group are:
Timothy P. Horne
George B. Horne
CUSIP No. 942749 10 2 13G Page 16 of 17
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EXHIBIT 4
The 1,651,220 shares of Class B Common Stock held by Timothy P.
Horne, individually, 1,210,840 shares of Class B Common Stock held by a trust
for the benefit of Daniel W. Horne, 1,210,840 shares of Class B Common Stock
held by a trust for the benefit of Deborah Horne, 1,924,600 shares of Class B
Common Stock held by a trust for the benefit of George B. Horne, 1,085,840
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 (7,273,880 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, David Dietz, whose professional corporation is a
partner in the law firm of Goodwin Procter LLP, 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.
CUSIP No. 942749 10 2 13G Page 17 of 17
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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.