CUSIP No. 942749 10 2 13G Page 1 of 24
-----------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
*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 24
-----------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power
7,625,876
Shares
--------------------------------------------------------------
Beneficially 6. Shared Voting Power
None
Owned by
--------------------------------------------------------------
Each 7. Sole Dispositive Power
2,093,756
Reporting
--------------------------------------------------------------
Person 8. Shared Dispositive Power
4,446,280
With
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,625,876
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9
23.9%
--------------------------------------------------------------------------------
12. Type of Reporting Person
IN
--------------------------------------------------------------------------------
CUSIP No. 942749 10 2 13G Page 3 of 24
-----------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power
None
Shares
--------------------------------------------------------------
Beneficially 6. Shared Voting Power
None
Owned by
--------------------------------------------------------------
Each 7. Sole Dispositive Power
None
Reporting
--------------------------------------------------------------
Person 8. Shared Dispositive Power
1,974,600
With
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,974,600
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9
7.4%
--------------------------------------------------------------------------------
12. Type of Reporting Person
IN
--------------------------------------------------------------------------------
CUSIP No. 942749 10 2 13G Page 4 of 24
-----------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power
2,275
Shares
--------------------------------------------------------------
Beneficially 6. Shared Voting Power
None
Owned by
--------------------------------------------------------------
Each 7. Sole Dispositive Power
2,275
Reporting
--------------------------------------------------------------
Person 8. Shared Dispositive Power
1,235,840
With
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,238,115
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9
4.8%
--------------------------------------------------------------------------------
12. Type of Reporting Person
IN
--------------------------------------------------------------------------------
CUSIP No. 942749 10 2 13G Page 5 of 24
-----------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power
2,275
Shares
--------------------------------------------------------------
Beneficially 6. Shared Voting Power
None
Owned by
--------------------------------------------------------------
Each 7. Sole Dispositive Power
2,275
Reporting
--------------------------------------------------------------
Person 8. Shared Dispositive Power
1,235,840
With
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,238,115
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9
4.8%
--------------------------------------------------------------------------------
12. Type of Reporting Person
IN
--------------------------------------------------------------------------------
CUSIP No. 942749 10 2 13G Page 6 of 24
-----------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power
71,875
Shares
--------------------------------------------------------------
Beneficially 6. Shared Voting Power
None
Owned by
--------------------------------------------------------------
Each 7. Sole Dispositive Power
71,875
Reporting
--------------------------------------------------------------
Person 8. Shared Dispositive Power
1,085,840
With
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,157,715
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9
4.5%
--------------------------------------------------------------------------------
12. Type of Reporting Person
IN
--------------------------------------------------------------------------------
Page 7 of 24
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
Daniel W. Horne
Deborah Horne
Peter W. Horne
Item 2(b). Address of Principal Business Office or, if none, Residence.
------------------------------------------------------------
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.
Page 8 of 24
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.
Page 9 of 24
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 7,575,876 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) 1,701,220 shares of Class B Common Stock and 336,642
shares of Class A Common Stock, held by Mr. Horne, (ii) 1,210,840
shares of Class B Common Stock and 25,000 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 25,000 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)
1,974,600 shares of Class B 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 30,200 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, and (vii) 3,094 shares of
Class A Common Stock issuable upon the exercise of stock options
within 60 days of December 31, 2003. All of the shares of Class B
Common Stock noted in clause (i), 1,185,840 of the shares of Class B
Common Stock noted in clause (ii), 1,185,840 of the shares of Class
B Common Stock noted in clause (iii), all of the shares of Class B
Common Stock noted in clause (iv), all of the shares of Class B
Common Stock noted in clause (v), and all of the shares of Class B
Common Stock noted in clause (vi) (7,186,140 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). All shares beneficially owned
or which may be deemed to be beneficially owned by Mr. Horne are
Class B Common Stock except for the 336,642 shares of Class A Common
Stock noted in clause (i) and all of the shares noted in clause
(vii).
Page 10 of 24
(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
7,625,876
---------
(ii) shared power to vote or to direct the vote
None
----
(iii) sole power to dispose or to direct the disposition of
2,093,756
---------
(iv) shared power to dispose or to direct the disposition of
4,446,280
---------
Page 11 of 24
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, 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 1,974,600 shares of
Class B 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
----
(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
1,974,600
---------
Page 12 of 24
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 1,238,115 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) 1,210,840 shares of
Class B Common Stock and 25,000 shares of Class A Common Stock held
in a revocable trust for which Timothy P. Horne serves as the sole
trustee and (ii) 2,275 shares of Class A Common Stock held by Mr.
Horne. 1,185,840 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 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
2,275
-----
(ii) shared power to vote or to direct the vote
None
----
(iii) sole power to dispose or to direct the disposition of
2,275
-----
(iv) shared power to dispose or to direct the disposition of
1,235,840
---------
Page 13 of 24
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 1,238,115 shares of Class A Common
Stock of the Issuer. As noted below, substantially 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 (i) 1,280,840 shares of
Class B Common Stock and 25,000 shares of Class A Common Stock held
in a revocable trust for which Timothy P. Horne serves as the sole
trustee, and (ii) 2,275 shares of Class A Common Stock held by Ms.
Horne. 1,185,840 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 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
2,275
-----
(ii) shared power to vote or to direct the vote
None
----
(iii) sole power to dispose or to direct the disposition of
2,275
-----
(iv) shared power to dispose or to direct the disposition of
1,235,840
---------
Page 14 of 24
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 1,157,715 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) 1,135,840 shares of
Class B Common Stock held in a revocable trust for which Mr. Horne
serves as the sole trustee and (ii) 21,875 shares of Class A Common
Stock held by Mr. Horne. 1,085,840 of the 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 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
71,875
------
(ii) shared power to vote or to direct the vote
None
----
(iii) sole power to dispose or to direct the disposition of
71,875
------
(iv) shared power to dispose or to direct the disposition of
1,085,840
---------
Page 15 of 24
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
Daniel W. Horne
---------------
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |X|.
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
Deborah Horne
-------------
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |X|.
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
Peter W. Horne
--------------
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |X|.
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,
1,974,600 shares of Class B 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 25,000 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 25,000 shares of Class
A Common Stock held for the benefit of Deborah Horne under a trust
Page 16 of 24
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,
1,085,840 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, 1,974,600 shares
of Class B Common Stock 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, 1,210,840 shares of Class B Common Stock and
25,000 shares of Class A 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, 1,210,840 shares of Class B Common Stock and
25,000 shares of Class A Common Stock 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
--------------
Not Applicable
Page 17 of 24
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
Page 18 of 24
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 11, 2004
/s/ TIMOTHY P. HORNE
----------------------
TIMOTHY P. HORNE
/s/ Kenneth J. McAvoy*
----------------------
GEORGE B. HORNE
/s/ Kenneth J. McAvoy*
----------------------
DANIEL W. HORNE
/s/ Kenneth J. McAvoy*
----------------------
DEBORAH HORNE
/s/ Kenneth J. McAvoy*
----------------------
PETER W. HORNE
* By Kenneth J. McAvoy, 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.
Page 19 of 24
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
Page 20 of 24
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
----------- -----------------
Timothy P. Horne 73.3%
Daniel W. Horne 0.0%
Deborah Horne 0.0%
Peter W. Horne 0.5%
------------------------------------------
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
----------- -----------------
Timothy P. Horne 23.9%
George B. Horne 7.4%
Daniel W. Horne 4.8%
Deborah Horne 4.8%
Peter W. Horne 4.5%
------------------------------------------
Group 31.3%
Page 21 of 24
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 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.
Page 22 of 24
EXHIBIT 3
Item 8 Continued.
The members of the group are:
Timothy P. Horne
George B. Horne
Daniel W. Horne
Deborah Horne
Peter W. Horne
Page 23 of 24
EXHIBIT 4
The 1,701,220 shares of Class B Common Stock held by Timothy P. Horne,
individually, 1,185,840 shares of Class B Common Stock held by a trust for the
benefit of Daniel W. Horne, 1,185,840 shares of Class B Common Stock held by a
trust for the benefit of Deborah Horne, 1,974,600 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, and 22,600 and
30,200 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, (7,186,140
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 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
Page 24 of 24
removed from the 1997 Voting Trust during its term without the consent of the
trustees. 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 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.