eps3714.htm
CUSIP
No. 942749 10
2
|
13G
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Page 1 of
22
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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. 24)*
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,
2009
(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)
ý 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
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13G
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Page 2 of
22
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1. Name
of Reporting 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
5. Sole
Voting Power
Number
of 7,134,551
Shares
Beneficially 6. Shared
Voting Power
Owned
by None
Each
Reporting
7. Sole
Dispositive Power
Person 2,157,861
With
8. Shared
Dispositive Power
4,976,690
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
7,134,551
10. Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|_|
11. Percent
of Class Represented by Amount in Row 9
19.5%
12. Type
of Reporting Person
IN
CUSIP
No. 942749 10
2
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13G
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Page 3 of
22
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1. Name
of Reporting 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
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
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13G
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Page 4 of
22
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1. Name
of Reporting 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
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
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13G
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Page 5 of
22
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1. Name
of Reporting 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
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
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
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13G
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Page 6 of
22
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1. Name
of Reporting Person
Walter
J. Flowers
2. Check
the Appropriate Box if a Member of a Group (a) X
(b) __
3. SEC
Use Only
___________________________________
4. Citizenship
or Place of Organization
5. Sole
Voting Power
Number
of 20,000
Shares
Beneficially 6. Shared
Voting Power
Owned
by None
Each
Reporting
7. Sole
Dispositive Power
Person
20,000
With
8. Shared
Dispositive Power
1,814,710
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
10. Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|_|
11. Percent
of Class Represented by Amount in Row 9
5.9%
12. Type
of Reporting Person
IN
CUSIP
No. 942749 10
2
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13G
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Page 7 of
22
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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
Peter
W. Horne
Walter
J. Flowers
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
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13G
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Page 8 of
22
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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)
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□
|
Investment
company registered under Section 8 of the Investment Company Act of
1940.
|
(e)
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□
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
(f)
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□
|
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;
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|
(j)
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□
|
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
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13G
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Page 9 of
22
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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 7,134,551 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) 2,104,390 shares of Class B Common Stock and 7,577 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 Walter J. Flowers, a partner in the law firm of Flowers and Manning,
LLP, 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 serves as trustee, and (vii) 3,094 shares of
Class A Common Stock issuable upon the exercise of stock options within 60 days
after December 31, 2009. All of the shares of Class B Common Stock
noted in clauses (i) through (vi) (7,123,880 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
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13G
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Page 10 of
22
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(b) Percent
of Class:
19.5%
equity percentage
70.2%
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
|
|
|
|
7,134,551
|
|
|
|
(ii)
|
shared
power to vote or to direct the vote
|
|
|
|
None
|
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of
|
|
|
|
2,157,861
|
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of
|
|
|
|
4,976,690
|
CUSIP
No. 942749 10
2
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13G
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Page 11 of
22
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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 Walter J. Flowers 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
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13G
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Page 12 of
22
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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 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
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13G
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Page 13 of
22
|
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
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13G
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Page 14 of
22
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Item
4. Ownership.
Walter J.
Flowers
(a) Amount
Beneficially Owned:
Walter
J. Flowers is deemed the beneficial owner of 1,834,710 shares of Class A Common
Stock of the Issuer. As noted below, all of Mr. Flower’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.
Flower’s beneficial ownership consists of (i) 1,666,970 shares of Class B Common
Stock held in a revocable trust for the benefit of Daniel W. Horne for which Mr.
Flowers serves as the sole trustee, all of which are subject to the 1997 Voting
Trust for which Timothy P. Horne serves as sole trustee, and (ii) 167,740 shares
of Class B Common Stock held in a revocable trust for the benefit of Tiffany Rae
Horne for which Mr. Flowers serves as the sole trustee, 147,740 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). Mr. Flowers disclaims beneficial ownership of all such
shares.
(b) Percent
of Class:
5.9%
equity percentage
0.2%
voting percentage
(c) Number
of shares to which such person has:
(i)
|
sole
power to vote or to direct the vote
|
|
|
|
20,000
|
|
|
|
(ii)
|
shared
power to vote or to direct the vote
|
|
|
|
None
|
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of
|
|
|
|
20,000
|
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of
|
|
|
|
1,814,710
|
CUSIP
No. 942749 10
2
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13G
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Page 15 of
22
|
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 Walter J. Flowers 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
Not
Applicable
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
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13G
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Page 16 of
22
|
Item
6. Ownership of More than Five
Percent on Behalf of Another Person.
Peter W.
Horne
Not
Applicable
Item
6. Ownership of More than Five
Percent on Behalf of Another Person.
Walter J.
Flowers
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 Walter J. Flowers serves as sole trustee.
Tiffany
Rae Horne has the right to receive and the power to direct the receipt of
dividends from, or the proceeds from the sale of, 167,740 shares of Class B
Common Stock held for the benefit of Tiffany Rae Horne under a revocable trust
for which Walter J. Flowers serves as sole trustee.
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
Walter
J. Flowers
Item
9. Notice
of Dissolution of Group.
Not
Applicable
Item
10. Certification.
Not Applicable
CUSIP
No. 942749 10
2
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13G
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Page 17 of
22
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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
9, 2010
/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
|
/s/
Walter J. Flowers
|
WALTER
J. FLOWERS
|
*
|
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 18 of
22
|
INDEX OF
EXHIBITS
|
1.
|
Amended
and Restated Stock Restriction
Agreement
|
|
2.
|
The
Amended and Restated George B. Horne Voting Trust Agreement –
1997
|
|
3.
|
Agreement
Regarding Joint Filing
|
CUSIP
No. 942749 10
2
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13G
|
Page 19 of
22
|
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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13G
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Page 20 of
22
|
EXHIBIT
2
The
2,104,390 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 (7,123,880 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.
CUSIP
No. 942749 10
2
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13G
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Page 22 of
22
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AGREEMENT REGARDING JOINT
FILING
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the undersigned hereby agree to file jointly on behalf of each
of them the statement on Schedule 13G to which this Agreement is attached, and
any amendments thereto, pursuant to Regulation 13D-G under the Exchange
Act.
It
is understood and agreed that each of the parties hereto is responsible for the
timely filing of the statement on Schedule 13G to which this Agreement is
attached, and any amendments thereto, and for the completeness and accuracy of
the information concerning such party contained therein; provided that such
party is not responsible for the completeness or accuracy of information
concerning any other party unless such party knows or has reason to believe that
such information is inaccurate.
Dated: February
9, 2010
/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
|
/s/
Walter J. Flowers
|
WALTER
J. FLOWERS
|
* 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.