-----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, IFufmuV1IhW9awjtcLYaGf0eZdbdxJ5UQSNwZL0VjLoK5dZLyptt+SZiF3tYU+Y0 5fgXoOop6qVzGnOOCviBxQ== 0000795403-97-000006.txt : 19970222 0000795403-97-000006.hdr.sgml : 19970222 ACCESSION NUMBER: 0000795403-97-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NYSE GROUP MEMBERS: HORNE FAMILY GROUP/ TIMOTHY P HORNE FREDERICK B HORNE GEORGE GROUP MEMBERS: HORNE FAMILY GROUP/TIMOTHY, FREDERIC, GEORGE, ET. AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WATTS INDUSTRIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38025 FILM NUMBER: 97527847 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 5086881811 MAIL ADDRESS: STREET 2: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HORNE FAMILY GROUP/ TIMOTHY P HORNE FREDERICK B HORNE GEORGE CENTRAL INDEX KEY: 0000918521 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O WATTS INDUSTRIES INC STREET 2: 815 CHESTNUT ST CITY: NO RTH ANOVER STATE: MA ZIP: 01845 MAIL ADDRESS: STREET 1: C/O WATTS INDUSTRIES INC STREET 2: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10 )* WATTS INDUSTRIES, 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 (however, see the Notes). 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 5. Sole Voting Power Number of 222,136 Shares Beneficially 6. Shared Voting Power Owned by 10,352,906 Each Reporting 7. Sole Dispositive Power Person 2,973,356 With 8. Shared Dispositive Power 4,849,080 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,575,042 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Excludes 157,740 shares held by Mr. Horne's wife as trustee or custodian for Mr. Horne's minor daughter. 11. Percent of Class Represented by Amount in Row 9 39.0% (increase in percentage since 12/31/95 due to Company's stock repurchase program.) 12. Type of Reporting Person IN 1. Name of Reporting Person S.S. or I.R.S. identification no. of above person Frederic 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 5. Sole Voting Power Number of 745,879 Shares Beneficially 6. Shared Voting Power Owned by 10,232,906 Each Reporting 7. Sole Dispositive Power Person 2,079,045 With 8. Shared Dispositive Power 1,319,440 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,978,785 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares _______________________________________________ 11. Percent of Class Represented by Amount in Row 9 40.6% (increase in percentage since 12/31/95 due to Company's stock repurchase program.) 12. Type of Reporting Person IN 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 5. Sole Voting Power Number of None Shares Beneficially 6. Shared Voting Power Owned by 120,000 Each Reporting 7. Sole Dispositive Power Person None With 8. Shared Dispositive Power 2,200,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares _______________________________________________ 11. Percent of Class Represented by Amount in Row 9 8.1% 12. Type of Reporting Person IN 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 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 1,335,840 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,335,840 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ___________________________________ 11. Percent of Class Represented by Amount in Row 9 4.9% 12. Type of Reporting Person IN 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 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 1,335,840 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,335,840 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares _______________________________________________ 11. Percent of Class Represented by Amount in Row 9 4.9% 12. Type of Reporting Person IN 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 5. Sole Voting Power Number of 50,000 Shares Beneficially 6. Shared Voting Power Owned by None Each Reporting 7. Sole Dispositive Power Person 50,000 With 8. Shared Dispositive Power 1,285,840 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,335,840 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ________________________________________________ 11. Percent of Class Represented by Amount in Row 9 4.9% 12. Type of Reporting Person IN 1. Name of Reporting Person S.S. or I.R.S. identification no. of above person Judith Rae 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 157,740 Shares Beneficially 6. Shared Voting Power Owned by None Each Reporting 7. Sole Dispositive Power Person 157,740 With 8. Shared Dispositive Power 50,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 207,740 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares _______________________________________________ 11. Percent of Class Represented by Amount in Row 9 0.8% 12. Type of Reporting Person IN STATEMENT ON SCHEDULE 13G Item 1(a). Name of Issuer.* Watts Industries, 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 Frederic B. Horne George B. Horne Daniel W. Horne Deborah Horne Peter W. Horne Judith Rae Horne Item 2(b). Address of Principal Business Office or, if none, Residence. Watts Industries, 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. 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. 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 10,575,042 shares of Class A Common Stock of the Issuer. Except as noted below, all of the 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) 2,858,462 shares, of which 107,242 shares are Class A Common Stock, beneficially owned by Mr. Horne, (ii) 1,344,166 shares beneficially owned by Frederic B. Horne, Mr. Horne's brother, (iii) 1,335,840 shares beneficially owned by a revocable trust for the benefit of Daniel W. Horne, Mr. Horne's brother, for which Mr. Horne serves as sole trustee, (iv) 1,335,840 shares beneficially owned 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, (v)1,285,840 shares beneficially owned by a revocable trust for the benefit of Peter W. Horne, Mr. Horne's brother, for which Frederic B. Horne serves as sole trustee, (vi) 2,124,600 shares 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, (vii) 50,000 shares owned by Tara V. Horne, Mr. Horne's daughter, (viii) 50,000 shares held by Judith Rae Horne, Mr. Horne's wife, as trustee for Mr. Horne's minor daughter,Tiffany Rae Horne (ix) 22,600, 22,600 and 30,200 shares held for the benefit of Kristina M. Horne (Frederic B. Horne's daughter), Tiffany Rae Horne (Mr. Horne's daughter) and Tara V. Horne (Mr. Horne's daughter), respectively, under irrevocable trusts for which Frederic B. Horne and George B. Horne, Mr. Horne and George B. Horne, and Mr. Horne and George B. Horne serve as co- trustees, respectively, and (x) 114,894 shares of Class A Common Stock issuable upon the exercise of stock options. The 2,751,220 shares of Class B Common Stock noted in clause (i), the shares noted in clauses (ii) through (v), and 2,004,600 of the shares noted in clause (vi) and the shares noted in clauses (vii) through (ix) (10,232,906 shares in the aggregate) are held in a voting trust for which Mr. Horne serves as co-trustee. (See Exhibit 4 for a description of the voting trust). All shares beneficially owned or which may be deemed to be beneficially owned by Mr. Horne are Class B Common Stock except 107,242 of the 2,858,462 shares noted in clause (i) and all of the shares noted in clause (x). Mr Horne's wife, Judith Rae Horne, beneficially owns 157,740 shares as trustee or custodian for Mr. Horne's minor daughter. Mr. Horne disclaims beneficial ownership of these shares. (b) Percent of Class: 39.0% (See Exhibit 1) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 222,136 (ii) shared power to vote or to direct the vote 10,352,906 (iii) sole power to dispose or to direct the disposition of 2,973,356 (iv) shared power to dispose or to direct the disposition of 4,849,080 Item 4. Ownership. Frederic B. Horne (a) Amount Beneficially Owned: Frederic B. Horne (for purposes of this particular Item 4, "Mr. Horne") is deemed the beneficial owner of 10,978,785 shares of Class A Common Stock of the Issuer. Except as noted below, all of the 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) 2,056,745 shares, of which 51,422 are shares of Class A Common Stock, beneficially owned by Mr. Horne, (ii) 2,751,220 shares beneficially owned by Timothy P. Horne, Mr. Horne's brother, (iii) 1,335,840 shares beneficially owned by a revocable trust for the benefit of Daniel W. Horne, Mr. Horne's brother, for which Timothy P. Horne serves as sole trustee, (iv)1,335,840 shares beneficially owned by a trust for the benefit of Deborah Horne, Mr. Horne's sister, for which Timothy P. Horne serves as sole trustee, which trust is revocable with the consent of the trustee, (v) 1,285,840 shares beneficially owned by a revocable trust for the benefit of Peter W. Horne, Mr. Horne's brother, for which Mr. Horne serves as sole trustee, (vi) 2,004,600 shares beneficially owned by a revocable trust for the benefit of George B. Horne, Mr. Horne's father, for which George B. Horne and Timothy P. Horne serve as co-trustees, (vii) 50,000 shares owned by Tara V. Horne, Timothy P. Horne's daughter, (viii) 50,000 shares held by Judith Rae Horne, Timothy P. Horne's wife, as trustee for Timothy P. Horne's minor daughter, Tiffany Rae Horne (ix) 22,600, 22,600 and 30,200 shares held for the benefit of Kristina M. Horne (Frederic B. Horne's daughter), Tiffany Rae Horne (Timothy P. Horne's daughter) and Tara V. Horne (Timothy P. Horne's daughter), respectively, under irrevocable trusts for which Mr. Horne and George B. Horne, Timothy P. and George B. Horne, and Timothy P. and George B. Horne serve as co-trustees, respectively, (x) 22,300 shares of Class A Common Stock issuable upon the exercise of stock options and (xi) 11,000 shares held for the benefit of Kristina M. Horne, Mr. Horne's daughter, for which Mr. Horne serves as custodian under the Uniform Gifts to Minors Act. A total of 1,344,166 of the 2,056,745 shares of Class B Common Stock noted in clause (i) and all shares noted in clauses (ii) through (ix) above (10,232,906 shares in the aggregate) are held in a voting trust for which Mr. Horne serves as a co-trustee. (See Exhibit 4 for a description of the voting trust). All shares beneficially owned or which may be deemed to be beneficially owned by Mr. Horne are Class B Common Stock except 51,422 of the 2,056,745 shares noted in clause (i) and all of the shares noted in clause (x). (b) Percent of Class. 40.6% (See Exhibit 1) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 745,879 (ii) shared power to vote or to direct the vote 10,232,906 (iii) sole power to dispose or to direct the disposition of 2,079,045 (iv) shared power to dispose or to direct the disposition of 1,319,440 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 2,200,000 shares of Class A Common Stock of the Issuer. All of the 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) 2,124,600 shares held in a revocable trust for which Timothy P. Horne and George B. Horne serve as co-trustees, (ii) 22,600 shares held for the benefit of Kristina M. Horne, Frederic B. Horne's daughter, under an irrevocable trust for which Mr. Horne and Frederic B. Horne serve as co- trustees, (iii) 22,600 shares held for the benefit of Tiffany Rae Horne, Timothy P. Horne's daughter, under an irrevocable trust for which Mr. Horne and Timothy P. Horne serve as co-trustees and (iv) 30,200 shares held for the benefit of Tara V. Horne, Timothy P. Horne's daughter, under an irrevocable trust for which Mr. Horne and Timothy P. Horne serve as co-trustees. A total of 2,004,600 of such shares in (i) and all shares noted in clauses (ii) through (iv) are subject to a voting trust for which Timothy P. Horne and Frederic B. Horne serve as co-trustees. (See Exhibit 4 for a description of the voting trust). (b) Percent of Class: 8.1% (See Exhibit 1) (c) Number of shares to which such person has: (i) sole power to vote or to direct the vote -0- (ii) shared power to vote or to direct the vote 120,000 (iii) sole power to dispose or to direct the disposition of -0- (iv) shared power to dispose or to direct the disposition of 2,200,000 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 Frederic B. Horne has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,344,166 shares which he holds individually. Frederic B. Horne also has the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,285,840 shares held for the benefit of Peter W. Horne under a revocable trust for which Frederic B. Horne serves as sole trustee, subject to the terms of such trust. Frederic B. Horne has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 22,600 shares held for the benefit of Kristina M. Horne under an irrevocable trust for which Frederic B. Horne and George B. Horne serve as co-trustees. 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, 2,124,600 shares 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. 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 22,600 shares, 22,600 shares, and 30,200 shares held for the benefit of Kristina M. Horne, Tiffany Rae Horne, and Tara V. Horne, respectively, under irrevocable trusts for which Frederic B. Horne and George B. Horne, Timothy P. Horne and George B. Horne, and Timothy P. Horne and George B. Horne serve as co-trustees, respectively. 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, 1,335,840 shares 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, 1,335,840 shares 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, 1,285,840 shares held for the benefit of Peter W. Horne under a revocable trust for which Frederic B. Horne serves as sole trustee. Tara V. Horne, Timothy P. Horne's daughter, has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 50,000 shares which she holds individually. Judith Rae Horne, Timothy P. Horne's wife, has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 50,000 shares held for the benefit of Tiffany Rae Horne, Timothy P. Horne's daughter, under a trust for which Judith Rae Horne serves as sole trustee. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Frederic B. Horne Timothy P. Horne has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, 2,751,220 shares which he holds individually. Timothy P. Horne has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 22,600 shares and 30,200 shares held for the benefit of Tiffany Rae Horne and Tara V. Horne, respectively, under irrevocable trusts for which Timothy P. Horne and George B. Horne serve as co-trustees. Tara V. Horne, Timothy P. Horne's daughter, has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 50,000 shares which she holds individually. Judith Rae Horne, Timothy P. Horne's wife, has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 50,000 shares held for the benefit of Tiffany Rae Horne, Timothy P. Horne's daughter, under a trust for which Judith Rae Horne serves as sole trustee. 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, 2,004,600 shares 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. 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 22,600 shares, 22,600 shares, and 30,200 shares held for the benefit of Kristina M. Horne, Tiffany Rae Horne, and Tara V. Horne, respectively, under irrevocable trusts for which Frederic B. Horne and George B. Horne, Timothy P. Horne and George B. Horne, and Timothy P. Horne and George B. Horne serve as co-trustees, respectively. 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, 1,335,840 shares 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, 1,335,840 shares 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, 1,285,840 shares held for the benefit of Peter W. Horne under a revocable trust for which Frederic B. 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, 2,124,600 shares held in such trust. Timothy P. Horne shares the power, as co-trustee with George B. Horne, of irrevocable trusts for the benefit of Tiffany Rae Horne and Tara V. Horne and subject to the limitations of such trusts, to direct the receipt of dividends from, or the proceeds from the sale of, 52,800 shares held in such trusts. Frederic B. Horne shares the power, as co-trustee with George B. Horne, of an irrevocable trust for the benefit of Kristina M. Horne and subject to the limitations of such trust, to direct the receipt of dividends from, or the proceeds from the sale of, 22,600 shares held in such trust. 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 22,600 shares, 22,600 shares, and 30,200 shares held for the benefit of Kristina M. Horne, Tiffany Rae Horne, and Tara V. Horne, respectively, under irrevocable trusts for which Frederic B. Horne and George B. Horne, Timothy P. Horne and George B. Horne, and Timothy P. Horne and George B. Horne serve as co-trustees, respectively. 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, 1,335,840 shares 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, 1,335,840 shares 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 Frederic B. Horne has the power, as sole trustee of a revocable trust for the benefit of Peter W. Horne and subject to the limitations of such trust, to direct the receipt of dividends from, or the proceeds from the sale of, 1,285,840 shares held in such trust. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Judith Rae Horne 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. 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. Frederic B. Horne, individually, is subject to the requirements of Rule 13d-1(a) and files Schedule 13D thereunder in addition to filing this Schedule 13G as a member of the group named herein. Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable 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 12, 1997 /s/ Timothy P. Horne ____________________________ TIMOTHY P. HORNE /s/ Frederic B. Horne ____________________________ FREDERIC B. 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 /s/ Kenneth J. McAvoy ____________________________ *JUDITH RAE HORNE * By Kenneth J. McAvoy, Attorney in Fact pursuant to Powers of Attorney filed as Exhibit 5 to Amendment No. 5 to this Schedule 13G filed with the Securities and Exchange Commission on February 12, 1992, which Powers of Attorney are hereby incorporated herein by reference. INDEX OF EXHIBITS 1. Voting Percentages 2. Stock Restriction Agreement 3. Identity of Group Members 4. Voting Trust Agreement 5. Powers of Attorney (Incorporated by reference to Amendment No. 5 to this Schedule 13G filed with the Securities and Exchange Commission on February 12, 1992) EXHIBIT 1 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. 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: Timothy P. Horne -- 80.2% Frederic B. Horne -- 84.4% George B. Horne -- 0.9% Judith Rae Horne -- 1.2% Group -- 86.6% EXHIBIT 2 All shares owned individually by or in trust for the benefit of Timothy P. Horne, Frederic B. 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 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. EXHIBIT 3 Item 8 Continued. The members of the group are: Timothy P. Horne Frederic B. Horne George B. Horne Daniel W. Horne Deborah Horne Peter W. Horne Judith Rae Horne EXHIBIT 4 All shares of Class B Common Stock beneficially owned by Timothy P. Horne, and trusts for the benefit of Daniel W. Horne, Deborah Horne, Peter W. Horne, and certain irrevocable trusts for the benefit of Kristina M. Horne, Frederic B. Horne's daughter, and Tiffany Rae Horne and Tara V. Horne, both daughters of Timothy P. Horne, and certain shares of Class B Common Stock beneficially owned by Frederic B. Horne, Tara V. Horne, and a certain trust for the benefit of Tiffany Rae Horne and a trust for the benefit of George B. Horne (10,232,906 shares in the aggregate), are subject to the terms of the Horne Family Voting Trust - 1991 (the "Voting Trust"). Under the terms of the Voting Trust, the two trustees (currently Timothy P. Horne and Frederic B. Horne) vote all shares subject to the voting trust except that Timothy P. Horne generally has the right to vote such shares in the event that the trustees do not concur with respect to any proposed action other than the election or removal of directors. Under the terms of the Voting Trust, Timothy P. Horne, Frederic B. Horne and George B. Horne may designate up to two successor trustees, and may revoke such designations. If such designee or designees shall become a trustee and shall cease for any reason to serve as such during the term of the Voting Trust, the holders of a majority of the outstanding voting trust certificates shall designate successor trustees. The Voting Trust expires on October 31, 2001, subject to extension on or after October 31, 1999 by stockholders depositing shares of Class B Common Stock in the Voting Trust or, in certain cases, the holders of voting trust certificates representing such shares. The Voting Trust may be amended by vote of the holders of a majority of the outstanding voting trust certificates and, while one or more of Timothy P. Horne, Frederic B. Horne and their two successors designated as described in the preceding paragraph is serving as trustee, the trustees. Shares may not be removed from the Voting Trust during its term without the consent of the trustees. This summary is qualified in its entirety by reference to the text of the Voting Trust which is incorporated herein by reference to Exhibit 1 to the Issuer's Current Report on Form 8-K dated October 31, 1991. -----END PRIVACY-ENHANCED MESSAGE-----