-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fb/IoyhJy0S2P6MUDC4W1k7HFJm6ItltgZJNwiMeCd9JQGiOGG9fJGdlF7CFIUBL zE2Pki3CFMfwozqijL3AiA== 0000093748-98-000046.txt : 19980212 0000093748-98-000046.hdr.sgml : 19980212 ACCESSION NUMBER: 0000093748-98-000046 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENTAIR INC CENTRAL INDEX KEY: 0000077360 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 410907434 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-31819 FILM NUMBER: 98530768 BUSINESS ADDRESS: STREET 1: 1500 COUNTY RD - B2 WEST STREET 2: SUITE 400 CITY: ST PAUL STATE: MN ZIP: 55113-3105 BUSINESS PHONE: 6126367920 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC DATE OF NAME CHANGE: 19790327 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET BANK & TRUST CO CENTRAL INDEX KEY: 0000093748 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 041867445 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BENEFIT PLAN SERVICES STREET 2: 200 NEWPORT AVE -7N CITY: NORTH QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 6179857849 MAIL ADDRESS: STREET 1: BENEFIT PLAN SERVICES STREET 2: 200 NEWPORT AVENUE -7N CITY: NORTH QUINCY STATE: MA ZIP: 02171 SC 13G 1 UNITED STATES 12/31/97 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* PENTAIR, INC. (NAME OF ISSUER) COMMON STOCK ($.16 2/3 PAR VALUE PER SHARE) (TITLE CLASS OF SECURITIES) 709631105 (CUSIP NUMBER) CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT.____(A FEE IS NOT REQUIRED ONLY IF THE FILING PERSON: (1) HAS A PREVIOUS STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.) (SEE RULE 13D-7). *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 (HOWEVER, SEE THE NOTES). CUSIP NO. 709631105 13G PAGE 2 OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445 PENTAIR, INC. RETIREMENT SAVINGS AND STOCK INCENTIVE PLAN 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 1,588,448.428 SHARES (REPRESENTS 1,588,448.428 CONVERTIBLE PREFERRED SHARES CONVERTED INTO COMMON - RATIO 1 PFD =1 COMMON) 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 3,665,503.592 SHARES (REPRESENTS 1,588,448.428 CONVERTIBLE PREFERRED SHARES CONVERTED INTO COMMON - RATIO 1 PFD = 2.3076 COMMON) 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,665,503.592 SHARES (REPRESENTS 1,588,448.428 CONVERTIBLE PREFERRED SHARES CONVERTED INTO COMMON - RATIO 1 PFD = 2.3076 COMMON) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 709631105 13G PAGE 2A OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445 OR DISCRETIONARY ADVISOR VARIOUS COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS AND OTHER INDEX ACCOUNTS PENTAIR, INC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 2,956,065 SHARES 6. SHARED VOTING POWER 0 SHARES 7. SOLE DISPOSITIVE POWER 3,237,465 SHARES 8. SHARED DISPOSITIVE POWER 0 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,237,465 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 709631105 13G PAGE 2B OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY,TRUSTEE/CO-TRUSTEE 04-1867445 FOR VARIOUS PERSONAL TRUST ACCOUNTS PENTAIR, INC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 1,300 SHARES 6. SHARED VOTING POWER 0 SHARES 7. SOLE DISPOSITIVE POWER 1,300 SHARES 8. SHARED DISPOSITIVE POWER 0 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .0% 12. TYPE OF REPORTING PERSON* BK SCHEDULE 13G PAGE 3 OF 5 PAGES ITEM 1. (A) NAME OF ISSUER PENTAIR, INC. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 1500 COUNTY ROAD B2 WEST ST PAUL, MN 55113 ITEM 2. (A) NAME OF PERSON FILING STATE STREET BANK AND TRUST COMPANY, TRUSTEE (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 225 FRANKLIN STREET, BOSTON, MA 02110 (C) CITIZENSHIP BOSTON, MASSACHUSETTS (D) TITLE OF CLASS OF SECURITIES COMMON STOCK (E) CUSIP NUMBER 709631105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (B) _X_ BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT PAGE 4 OF 5 PAGES ITEM 4. OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED 6,904,268.592 SHARES (B) PERCENT OF CLASS 14.7% (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 2,957,365 SHARES (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 1,588,448.428 SHARES (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 3,238,765 SHARES (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 1,588,448.428 SHARES 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. NOT APPLICABLE 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 NOT APPLICABLE ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE ITEM 10. CERTIFICATION THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT IS FILED PURSUANT TO RULE 13D-1(B): BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSES OR EFFECT. THIS REPORT IS NOT AN ADMISSION THAT STATE STREET BANK AND TRUST COMPANY IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THIS REPORT, AND STATE STREET BANK AND TRUST COMPANY EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN PURSUANT TO RULE 13D-4. SIGNATURE 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. 10 FEBRUARY 1998 STATE STREET BOSTON CORPORATION STATE STREET BANK AND TRUST COMPANY, TRUSTEE /s/ Mary Sue Spain SENIOR COMPLIANCE OFFICER COMMON STOCK AND PREFERRED STOCK EACH HAVE ONE VOTE PER SHARE AND VOTE TOGETHER AS A SINGLE CLASS ON MOST MATTERS. IN CERTAIN CIRCUMSTANCES, THE COMMON STOCK AND THE PREFERRED STOCK VOTE AS SEPARATE CLASSES. REPRESENTS NUMBER OF SHARES OF PENTAIR, INC. COMMON STOCK, $.16 2/3 PAR VALUE PER SHARE, (THE "COMMON STOCK") ACQUIRABLE UPON CONVERSION OF THE 1,588,488.428 SHARES OF PENTAIR, INC. 8% CALLABLE CUMULATIVE VOTING CONVERTIBLE PREFERRED STOCK, SERIES 1990 (THE "PREFERRED STOCK") CURRENTLY HELD BY THE PENTAIR, INC. RETIREMENT SAVINGS AND STOCK INCENTIVE PLAN (THE "PLAN"). EACH SHARE OF PREFERRED STOCK IS CONVERTIBLE AT THE OPTION OF THE HOLDER AT ANY TIME INTO APPROXIMATELY 2.3076 SHARES OF COMMON STOCK. THE PLAN AND THE TRUST AGREEMENT OF THE PLAN PROVIDE STATE STREET BANK AND TRUST COMPANY (THE "TRUSTEE") WITH NO DISCRETION TO VOTE OR DISPOSE OF SHARES HELD BY THE PLAN. RATHER, THE PLAN PARTICIPANTS CONTROL THE VOTING OF SUCH SHARES AND WHETHER SUCH SHARES WILL BE TENDERED IN RESPONSE TO A TENDER OR EXCHANGE OFFER. ALL ALLOCATED SHARES MUST BE VOTED AND/OR TENDERED IN ACCORDANCE WITH TIMELY INSTRUCTIONS RECEIVED FROM PLAN PARTICIPANTS. ALL UNALLOCATED SHARES AND ALLOCATED SHARES FOR WHICH NO TIMELY INSTRUCTIONS HAVE BEEN RECEIVED MUST BE VOTED AND/OR TENDERED IN THE SAME PROPORTION AS ALLOCATED SHARES FOR WHICH TIMELY INSTRUCTIONS WERE RECEIVED. IT IS THE POSITION OF THE TRUSTEE THAT THE TRUSTEE HAS NO BENEFICIAL OWNERSHIP OVER THE SHARES OF PREFERRED STOCK AND/OR THE UNDERLYING COMMON STOCK HELD BY THE PLAN FOR PURPOSES OF SECTION 13(D), AND THE TRUSTEE EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SUCH SHARES PURSUANT OF RULE 13D-4. THIS SCHEDULE 13G IS BEING FILED SOLELY BECAUSE OF THE RESPONSE OF THE DIVISION OF CORPORATION FINANCE (THE "DIVISION") IN RIO GRANDE INDUSTRIES, INC.. 1090 SEC NO-ACT LEXIS 490 (APRIL 5, 1989), IN WHICH THE DIVISION TOOK THE POSITION THAT A TRUSTEE OF A PLAN, WHICH INCLUDED PASS-THROUGH VOTING AND TENDERING PROVISIONS FOR BOTH ALLOCATED AND UNALLOCATED SHARES, WAS THE BENEFICIAL OWNER OF ALL UNALLOCATED SHARES AND SHARES FOR WHICH INSTRUCTIONS WERE NOT RECEIVED FOR PURPOSES OF SECTION 13(D). -----END PRIVACY-ENHANCED MESSAGE-----