CUSIP No. 942749 10 2 13G Page 1 of 16
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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. 22)*
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, 2007
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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 16
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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 7,231,310
Shares ------------------------------------------------------------------
Beneficially 6. Shared Voting Power
Owned by None
Each ------------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person 2,253,740
With ------------------------------------------------------------------
8. Shared Dispositive Power
3,333,940
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,231,310
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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
19.1%
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12. Type of Reporting Person
IN
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CUSIP No. 942749 10 2 13G Page 3 of 16
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1. Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Daniel W. 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 None
Each ------------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person None
With ------------------------------------------------------------------
8. Shared Dispositive Power
1,666,970
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,666,970
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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
5.2%
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12. Type of Reporting Person
IN
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CUSIP No. 942749 10 2 13G Page 4 of 16
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1. Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Deborah 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 None
Each ------------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person None
With ------------------------------------------------------------------
8. Shared Dispositive Power
1,666,970
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,666,970
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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
5.2%
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12. Type of Reporting Person
IN
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CUSIP No. 942749 10 2 13G Page 5 of 16
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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
Daniel W. Horne
Deborah 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 6 of 16
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Item 2(e). CUSIP Number.
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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 7 of 16
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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 7,231,310 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 3,456
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, 2007, and (viii) 880 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 Page 8 of 16
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(b) Percent of Class:
19.1% equity percentage
69.7% 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
7,231,310
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(ii) shared power to vote or to direct the vote
None
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(iii) sole power to dispose or to direct the disposition of
2,253,740
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(iv) shared power to dispose or to direct the disposition of
3,333,940
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CUSIP No. 942749 10 2 13G Page 9 of 16
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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 4 for a description of the 1997 Voting Trust).
(b) Percent of Class:
5.2% 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
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(ii) shared power to vote or to direct the vote
None
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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
1,666,970
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CUSIP No. 942749 10 2 13G Page 10 of 16
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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 4 for a description of the 1997 Voting Trust).
(b) Percent of Class:
5.2% 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
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(ii) shared power to vote or to direct the vote
None
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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
1,666,970
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CUSIP No. 942749 10 2 13G Page 11 of 16
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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
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 Page 12 of 16
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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(c). The
members of the group are:
Timothy P. Horne
Daniel W. Horne
Deborah Horne
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
CUSIP No. 942749 10 2 13G Page 13 of 16
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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 8, 2008
/s/ Timothy P. Horne
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TIMOTHY P. HORNE
/s/ Timothy P. Horne *
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DANIEL W. HORNE
/s/ Timothy P. Horne *
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DEBORAH 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 14 of 16
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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 15 of 16
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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 13G Page 16 of 16
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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.