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Watts Water Technologies Inc – ‘424B3’ on 5/10/01

On: Thursday, 5/10/01, at 5:50pm ET · Accession #: 1005477-1-500143 · File #: 33-37926

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/10/01  Watts Water Technologies Inc      424B3                  1:42K                                    CT EDGAR123/FA

Prospectus — Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            13     61K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Experts Incorporation of Certain Documents By Reference Legal Matters Offering, The Plan of Distribution Risk Factors Selling Stockholder The offering Use of Proceeds
1	1st Page - Filing Submission
2	The offering
3	Risk Factors
7	Use of Proceeds
"	Selling Stockholder
10	Plan of Distribution
11	Legal Matters
"	Experts
"	Available Information
"	Incorporation of Certain Documents By Reference

424B3 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
SUPPLEMENTAL RE-OFFER PROSPECTUS

281,598 Shares

Watts Industries, Inc.
Class A Common Stock

Filed Pursuant to Rule 424(b)(3)
File No. 033-37926

--------------------

The selling stockholders identified in this re-offer prospectus may
periodically offer and sell shares of our Class A common stock that they
acquired or will acquire upon the exercise of options granted under our 1989
Nonqualified Stock Option Plan.

We will not receive any of the proceeds from the sale of these shares. We
do not know when the sales of the shares by the selling stockholders will occur.
The sales may occur in ordinary brokerage transactions, in negotiated
transactions or otherwise at prices prevailing at the time of sale or at
privately negotiated prices. We have paid the expenses incurred in registering
the shares covered by this re-offer prospectus other than agent's commission and
transfer taxes, if any. See "Use of Proceeds" and "Selling Stockholders" on page
7 and "Plan of Distribution" on page 10.

This re-offer prospectus has been prepared to register shares of our Class
A common stock issued pursuant to the exercises of options granted under our
1989 Nonqualified Stock Option Plan and allow for future sales of these shares
by the selling stockholders to the public without restriction. Any commissions
received by a broker or dealer in connection with resales of the shares may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933, as amended.

Our Class A common stock is listed on the New York Stock Exchange under
the symbol "WTS."

See "Risk Factors" beginning on page 3 for certain factors relevant to an
investment in the Class A Common Stock

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS RE-OFFER
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

------------------

The date of this Re-offer prospectus is May 10, 2001

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THE COMPANY

Watts designs, manufactures and sells an extensive line of valves and
other products for the water quality, water safety, water conservation and water
flow control markets.

We were incorporated in Delaware in 1985.

Our principal executive offices are located at 815 Chestnut Street, North
Andover, Massachusetts 01845. Our telephone number is (978) 688-1811.

THE OFFERING

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Class A common stock offered:
By selling shareholders.......................... 281,598 shares of Class A common stock acquired
upon the exercise of options granted under our 1989
Nonqualified Stock Option Plan.

Use of proceeds........................................... We will not receive any of the proceeds when the
selling stockholders sell their shares of Class A
common stock.

New York Stock Exchange Symbol............................ WTS

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RISK FACTORS

You should carefully consider the following risk factors before you decide
to buy our common stock. You should also consider the other information
contained or incorporated by reference into this prospectus. Our business,
financial condition, trading price of our Class A common stock or results of
operations could be harmed by any of the following risks.

This re-offer prospectus contains forward-looking statements which reflect
our current views about future events and financial performance. Forward-looking
statements do not relate strictly to historical or current facts and may be
identified by their use of words like "plan", "believe", "expect", "will",
"anticipate", "estimate" and other words of similar meaning. Investors should
not rely on forward-looking statements, because they are subject to a variety of
risks, uncertainty and other factors which could cause our actual results may
differ materially from the results discussed on the forward-looking statements.
We expressly do not undertake any duty to update forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed below.

Down economic cycles, particularly reduced levels of housing starts and
remodeling, have an adverse affect on our business and revenues.

The businesses of most of our customers, particularly plumbing and heating
wholesalers and home improvement retailers, is cyclical. Therefore, the level of
the Company's business activity has been cyclical, fluctuating with economic
cycles, in particular, with housing starts and remodeling levels. Housing starts
and remodeling are, in turn, heavily influenced by mortgage interest rates,
consumer confidence and, on a short term basis, weather conditions. There can be
no assurance that a downturn in these factors affecting housing starts and
remodeling will not occur and if housing and remodeling starts are materially
reduced, it is likely such reduction would have a material adverse effect on the
Company due to reduced revenue.

Economic, Political And Other Risks Associated With International Sales And
Operations Could Adversely affect Our Business

Since we sell our products worldwide, our business is subject to risks
associated with doing business internationally. Our sales outside North America,
as a percentage of our total sales, was 22% in 2000. Accordingly, our future
results could be harmed by a variety of factors, including:

o Changes in foreign currency exchange rates;

o Changes in a specific country's or region's political or
economic conditions, particularly in emerging markets;

o Trade protection measures and import or export licensing
requirements;

o Potentially negative consequences from changes in tax laws;

o Difficulty in staffing and managing widespread operations;

o Differing labor regulations;

o Differing protection of intellectual property; and

o Unexpected changes in regulatory requirements.

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Reductions in the supply of raw materials and increases in the prices of raw
materials could adversely affect our operating results.

We require substantial amounts of raw materials (bronze, brass, cast iron)
and substantially all raw materials we require are purchased from outside
sources. The availability and prices of raw materials may be subject to
curtailment or change due to, among other things, new laws or regulations,
suppliers' allocations to other purchasers, interruptions in production by
suppliers, changes in exchange rates and worldwide price levels. Any change in
the supply of, or price for, these raw materials could adversely affect our
operating results.

Fluctuations in Foreign Exchange Rates could materially affect our reported
results.

Exchange rates between the United States dollar, in which our results are
and will be reported, and the local currency in the countries in which we
provide many of our services, may fluctuate from quarter to quarter. Since we
report our interim and annual results in United States dollars, we are subject
to the risk of currency fluctuations. When the dollar appreciates against the
applicable local currency in any reporting period, the actual earnings generated
by our services in that country are diminished in the conversion.

We are exposed to fluctuations in foreign currencies as a significant
portion of our revenue, and certain of our costs, assets and liabilities, are
denominated in currencies other than U.S. dollars. Approximately 22% of our
revenue during 2000 was from sales outside of North America. For the twelve
months ended December 31, 2000 the depreciation of the Euro against the U.S.
dollar had an adverse impact on revenue of $15,958,000 and on earnings per share
of $.05. Our share of revenue in non-dollar denominated currencies may continue
to increase in future periods. We can offer no assurance that exchange rate
fluctuations will not have a material adverse effect on our results of
operations and financial condition.

We Face Intense Competition

We encounter intense competition in all areas of our business.
Additionally, customers for our products are attempting to reduce the number of
vendors from which they purchase in order to reduce the size and diversity of
their inventory. To remain competitive, we will need to invest continuously in
manufacturing, marketing, customer service and support and our distribution
networks. We anticipate that we may have to adjust the prices of some of our
products to stay competitive. We cannot assure you that we will have sufficient
resources to continue to make such investments or that we will maintain our
competitive position.

Environmental Compliance Costs And Liabilities Could Adversely Affect Our
Financial Condition

Our operations and properties are subject to increasingly stringent laws
and regulations relating to environmental protection, including laws and
regulations governing air emissions, water discharges, waste management and
workplace safety. Such laws and regulations can impose substantial fines and
sanctions for violations and require the installation of costly pollution
control equipment or operational changes to limit pollution emissions and/or
decrease the likelihood of accidental hazardous substance releases. We must
conform our operations and properties to these laws, and adapt to regulatory
requirements in all countries as they requirements change.

We have experienced, and expect to continue to experience, operating costs
to comply with environmental laws and regulations. In addition, new laws and
regulations, stricter enforcement of existing laws and regulations, the
discovery of previously unknown contamination or the imposition of new clean up
requirements could require us to incur costs or become the basis for new or
increased liabilities that could have a material adverse effect on our business,
financial condition or results of operations.

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Third Parties May Infringe Our Intellectual Property, And We May Expend
Significant Resources Enforcing Our Rights Or Suffer Competitive Injury

Our success depends in part on our proprietary technology. We rely on a
combination of patents, copyrights, trademarks, trade secrets, confidentiality
provisions and licensing arrangements to establish and protect our proprietary
rights. If we fail to successfully enforce our intellectual property rights, our
competitive position could suffer, which could harm our operating results. We
may be required to spend significant resources to monitor and police our
intellectual property rights.

If We Cannot Continue Operating Our Manufacturing Facilities At Current Or
Higher Levels, Our Results Of Operations Could Be Adversely Affected

We operate a number of manufacturing facilities for the production of our
products. The equipment and management systems necessary for such operations may
break down, perform poorly or fail resulting in fluctuations in manufacturing
efficiencies. Such fluctuations may affect our ability to deliver products to
our customers on a timely basis which could have a material adverse effect on
our business, financial condition or results of operations.

If We Experience Delays In Introducing New Products Or If Our Existing Or New
Products Do Not Achieve Or Maintain Market Acceptance, Our Revenues May Decrease

Our industry is characterized by:

o Intense competition;

o Changes in end-user requirements;

o Technically complex products; and

o Evolving product offerings and introductions.

We believe our future success will depend, in part, on our ability to
anticipate or adapt to these factors and to offer, on a timely basis, products
that meet customer demands. Failure to develop new and innovative products or to
custom design existing products could result in the loss of existing customers
to competitors or the inability to attract new business, either of which may
adversely affect our revenues.

Implementation Of Our Acquisition Strategy May Not Be Successful Which Could
Affect Our Ability To Increase Our Revenues Or Reduce Our Profitability

One of our strategies is to increase our revenues and expand our markets
through acquisitions that will provide us with complementary water related
products. We expect to spend significant time and effort in expanding our
existing businesses and identifying, completing and integrating acquisitions. We
expect to face competition for acquisition candidates which may limit the number
of acquisition opportunities available to us and may result in higher
acquisition prices. We cannot be certain that we will be able to identify,
acquire or profitably manage additional companies or successfully integrate such
additional companies without substantial costs, delays or other problems. Also,
there can be no assurance that companies acquired in the future will achieve
revenues, profitability or cash flows that justify our investment in them. In
addition, acquisitions may involve a number of special risks, including:

o Adverse short-term effects on our reported operating results;

o Diversion of management's attention;

o Loss of key personnel at acquired companies; or

o Unanticipated management or operational problems or legal
liabilities.

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Some or all of the above special risks could have a material adverse
effect on our business, financial condition or results of operations.

If We Fail To Manufacture And Deliver High Quality Products, We May Lose
Customers.

Product quality and performance are a priority for our customers. Our
products are used in control of temperature and pressure of water as well as
water quality and safety. These applications require products that meet
stringent performance and safety standards. If we fail to maintain and enforce
quality control and testing procedures, our products will not meet these
stringent performance and safety standards. Substandard products would seriously
harm our reputation resulting in both a loss of current customers to our
competitors and damage to our ability to attract new customers, which could have
a material adverse effect on our business, financial condition or results of
operations.

We Face Risks From Product Liability And Other Lawsuits Which May Adversely
Affect Our Business

We, like other manufacturers and distributors of products designed to
control and regulate water, face an inherent risk of exposure to product
liability claims in the event that the use of our products results in personal
injury, property damage or business interruption to our customers. We may be
subjected to various product liability claims, including, among others, that our
products include inadequate or improper instructions for use or installation, or
inadequate warnings concerning the effects of the failure of our products.
Although we maintain strict quality controls and procedures, including the
testing of raw materials and safety testing of selected finished products, we
cannot be certain that our products will be completely free from defect. In
addition, in certain cases, we rely on third-party manufacturers for our
products or components of our products. Although we have liability insurance
coverage, we cannot be certain that this insurance coverage will continue to be
available to us at a reasonable cost, or, if available, will be adequate to
cover any such liabilities.

One particular case in which the Company is a defendant is Los Angeles
Department of Water and Power, ex rel. Nora Armenta v. James Jones Company, et
al. The Company recorded a charge of $7.1 million after tax in the quarter ended
December 31, 2000, which is management's estimate of the after tax cost to bring
this case to resolution. While this charge represents the after tax impact of
the Company's current estimate based on all available information, litigation is
inherently uncertain and the actual liability to the Company to fully resolve
the litigation could be materially higher than this estimate.

One Of Our Shareholders Can Exercise Substantial Influence Over Our Company

As of February 15, 2001, Timothy P. Horne, our Chairman and Chief
Executive beneficially owned 34.4% of our outstanding shares of common stock,
which represents 80.1% of the total outstanding voting power. As a result, Mr.
Horne effectively controls all matters affecting us. As long as Mr. Horne
controls shares representing at least a majority of the total voting power of
our outstanding stock, Mr. Horne will be able to unilaterally determine the
outcome of all stockholder votes and other stockholders will not be able to
affect the outcome of any stockholder vote. If Mr. Horne were to sell a
significant amount of common stock into the public market, the trading price of
our common stock could decline. See "Selling Stockholder."

The foregoing list sets forth many, but not all, of the factors that could
impact upon our ability to achieve results described in any forward looking
statements. Investors are cautioned not to place undue reliance on such
statements that speak only as of the date made. Investors also should understand
that it is not possible to predict or identify all such factors and that this
list should not be considered a complete statement of all potential risks and
uncertainties. Investors should also realize that if underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize, actual results
could vary materially from our projections. We do not undertake any obligation
to update any forward looking statements as a result of future events or
developments.

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USE OF PROCEEDS

The selling stockholder will receive the net proceeds from the sale of the
shares of Class A common stock. We will not receive any of the proceeds from the
sale of the shares of Class A common stock.

SELLING STOCKHOLDER

The shares of our Class A common stock to which this re-offer prospectus
relates are being registered for re-offers and resales by selling stockholders
who have acquired the relevant shares pursuant to the exercise of options
granted under our 1989 Nonqualified Stock Option Plan. The selling stockholder
named below may resell all, a portion or none of the relevant shares at any
time.

The table below sets forth, with respect to each selling stockholder and
based upon the information available to us as of April 15, 2001, the selling
stockholders' relationship, if any, with us within the past three years, the
number of shares of our common stock beneficially owned by each selling
stockholder, the number of shares each selling stockholder is offering to sell,
the number of shares which each selling stockholder will beneficially own upon
completion of this offering, and the percentage ownership of our common stock of
each selling stockholder upon completion of this offering.

The address of each selling stockholder is Watts Industries, Inc., 815
Chestnut Street, North Andover, MA 01845.

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Amount and
Number of shares of Percentage of
Relationship with common stock common stock to be
Selling Watts Industries, beneficially owned prior Number of shares owned after offering
Stockholders Inc. to offering(1)(5)(6)(7) offered hereby (1) (2) (3)(5)(6)(7)
------------------------------------------------------------------------------------------------------------------

Timothy P. Horne(4) Chairman of the 9,171,001 281,598 9,171,000
Board, Chief Equity Voting
Executive Officer, ------ ------
President and 35.1% 80.3%
Director

(1) This number also includes Class A common stock issuable within 60 days of
April 30, 2001 upon the exercise of stock options or the distribution of
restricted stock units granted to the named individual on or before April
30, 2001 under the our 1986 Incentive Stock Option Plan, 1989
Non-Qualified Stock Option Plan, 1996 Stock Option Plan and Management
Stock Purchase Plan, which shares have been registered with the Commission
on separate registration statements.

(2) Assuming disposition of all shares offered hereby. The number of shares
owned by Mr. Horne before and after the offering remain the same because
all 281,548 shares offered hereby are beneficially owned by Mr. Horne
prior to the offering.

(3) The percentages have been determined as of April 15, 2001 in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934 ("Rule 13d-3").
As that date, a total of 26,492,722 shares were outstanding, of which
9,085,224 were shares of Class B common stock entitled to ten votes per
share and 17,407,498 were shares of Class A common stock entitled to one
vote per share. Each share of Class B common stock is convertible into one
share of Class A common stock.

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(4) Timothy P. Horne, George B. Horne, Daniel W. Horne, Deborah Horne and Tara
V. Horne as depositors under the 1997 Voting Trust (see footnote 6), may
be deemed a "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act").

(5) Includes (i) 2,601,220 shares of Class B common stock and 83,295 shares of
Class A common stock beneficially owned by Timothy P. Horne (for purposes
of this footnote, "Mr. Horne"), (ii) 1,310,840 Class B common stock shares
and 25,000 Class A common stock shares held for the benefit of Daniel W.
Horne, Mr. Horne's brother, under a revocable trust for which Mr. Horne
serves as sole trustee, (iii) 1,310,840 Class B common stock shares and
25,000 Class A common stock shares held for the benefit of Deborah Horne,
Mr. Horne's sister, under a trust for which Mr. Horne serves as sole
trustee, which trust is revocable with the consent of the trustee, (iv)
1,185,840 Class B common stock shares beneficially owned by a revocable
trust for the benefit of Peter W. Horne, Mr. Horne's brother, (v)
2,074,600 Class B common stock shares held for the benefit of George B.
Horne, Mr. Horne's father, under a revocable trust for which Mr. Horne
serves as co-trustee, (vi) 40,000 Class B common stock shares held by Tara
Horne, Mr. Horne's daughter, (vii) 22,600 Class B common stock shares and
30,200 Class B common stock shares held for the benefit of Tiffany R.
Horne and Tara V. Horne, respectively, under irrevocable trusts for which
Mr. Horne serves as trustee, (viii) 411,566 shares exercisable within 60
days. The 2,601,220 of the shares noted in clause (i) and all of the
shares noted in clauses (ii), (iii) and (v) through (vii) of this footnote
(7,352,900 shares in the aggregate) are held under The Amended and
Restated George B. Horne Voting Trust Agreement - 1997 for which Mr. Horne
serves as trustee. See footnote 6. The 1,185,840 shares of Class B common
stock noted in clause (iv) are held under the Horne Family Voting Trust
Agreement - 1991 for which Mr. Horne serves as co-trustee. See footnote 7.

(6) 2,601,220 shares of Class B common stock held by Timothy P. Horne
individually, and all shares of common stock held by trusts for the
benefit of Daniel W. Horne, Deborah Horne, Tiffany R. Horne and George B.
Horne, (7,352,900 shares of Class B common stock in the aggregate) are
subject to the terms of The Amended and Restated 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. Timothy P. Horne, for
so long as he is serving as trustee of the 1997 Voting Trust, has the
power to determine in his sole discretion whether or not proposed actions
to be taken by the trustee of the 1997 Voting Trust shall be taken,
including the trustee's right to authorize the withdrawal of shares from
the 1997 Voting Trust (for purposes of this footnote, the "Determination
Power"). In the event that Timothy P. Horne ceases to serve as trustee of
the 1997 Voting Trust, no trustee thereunder shall have the Determination
Power except in accordance with a duly adopted amendment 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
Walter J. Flowers, David F. Dietz and Daniel J. Murphy, III (the
"Successor Trustees") will become co-trustees of the 1997 Voting Trust. 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 (the "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 trustees. 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 there shall
continue to be two trustees and a third trustee shall be selected 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, any 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 by way of an amendment to the
1997 Voting Trust.

The 1997 Voting Trust expires on August 26, 2021, subject to extension on
or after August 26, 2019 by shareholders (including the trustee of any
trust shareholder, whether or not such trust is then in existence) who

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deposited shares of 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 deposit 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 or, if
the trustees (if more than one) do not concur with respect to any proposed
amendment at any time when any trustee holds the Determination Power, then
by the trustee having the Determination Power. In certain cases (i.e.,
changes to the extension, termination and amendment provisions), each
individual depositor must also approve amendments. Shares may not be
removed from the 1997 Voting Trust during its term without the consent of
the requisite number of trustees required to take action under the 1997
Voting Trust. Voting trust certificates are subject to any restrictions on
transfer applicable to the stock that they represent.

Timothy P. Horne holds 35.4% of the total beneficial interest in the 1997
Voting Trust (the "Beneficial Interest") individually, 17.6% of the
Beneficial Interest as trustee of a revocable trust, 17.6% of the
Beneficial Interest as trustee of a trust revocable with the consent of
the trustee, 27.8% of the Beneficial Interest as co-trustee of a revocable
trust and 0.7% of the Beneficial Interest as trustee of two irrevocable
trusts (representing an aggregate of 99.5% of the Beneficial Interest).
George B. Horne holds 27.8% of the Beneficial Interest as co-trustee of a
revocable trust. Tara V. Horne holds .5% of the Beneficial Ownership
individually.

(7) The shares of Class B common stock beneficially owned by the trust for the
benefit of Peter W. Horne (1,185,840 shares in the aggregate), are subject
to the terms of the Horne Family Voting Trust Agreement (the "1991 Voting
Trust"). Under the terms of the 1991 Voting Trust, the two trustees
(currently Timothy P. Horne and Daniel J. Murphy, III) 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 1991 Voting Trust, Timothy P. Horne and George B.
Horne may designate an individual to serve as co-trustee with Timothy P.
Horne and/or to succeed Timothy P. Horne as sole trustee if Timothy P.
Horne ceases to serve as a trustee, 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 1991 Voting Trust, the
holders of a majority of the outstanding voting trust certificates shall
designate successor trustees.

The 1991 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 1991 Voting Trust or, in certain cases, the holders of
voting trust certificates representing such shares. The 1991 Voting Trust
may be amended or terminated 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 1991 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
1991 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, to the
text of the amendments to the 1991 Voting Trust which are incorporated
herein by reference to Exhibit 9.1 to the Issuer's Annual Report on Form
10-K dated September 16, 1997, to the text of amendment dated October 17,
1997 to the 1991 Voting Trust which is incorporated by reference to
Exhibit 7 to Amendment No. 11 to this Schedule 13G filed with the
Securities and Exchange Commission as amended through the date hereof, to
the text of the Designation of Successor Trustee which is incorporated by
reference to Exhibit 5 to Amendment No. 12 to this Schedule 13G and to the
text of the signature counterpart to the 1991 Voting Trust which is
incorporated by reference to Exhibit 7 to Amendment No. 12 to this
Schedule 13G.

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PLAN OF DISTRIBUTION

This prospectus relates to the offer and sale from time to time by the
holder thereof of up to 281,598 shares of our Class A common stock.

The selling stockholder includes donees, pledgees, transferees or other
successors-in-interest selling shares received after the date of this prospectus
from the selling stockholder as a gift, pledge or other non-sale related
transfer. In addition, upon our being notified by the selling stockholder that a
donee, pledgee, transferee or other successor-in-interest intends to sell more
than 500 shares, a supplement to this prospectus will be filed with the SEC.

The selling stockholder or his pledgees, donees, transferees or other
successors in interest, may from time to time, in one or more transactions, sell
all or a portion of the shares in such transactions at prices then prevailing or
related to the then current market price or at negotiated prices. The offering
price of the shares from time to time will be determined by the selling
stockholder and, at the time of such determination, may be higher or lower than
the market price of the shares on the New York Stock Exchange.

If the selling stockholder effects transactions by selling shares to or
through underwriters, brokers, dealers or agents, these underwriters, brokers,
dealers or agents may receive compensation in the form of discounts, concessions
or commissions from the selling stockholder or from purchasers of shares for
whom they may act as agents, and underwriters may sell shares to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents. The selling stockholder and any
brokers, dealers or agents that participate in the distribution of the shares
may be deemed to be underwriters, and any profit on the sale of the shares by
them and any discounts, concessions or commissions received by any underwriters,
brokers, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended (the "Securities Act").
Under agreements that may be entered into by us, underwriters, brokers, dealers
and agents who participate in the distribution of shares may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which such
underwriters, brokers, dealers or agents may be required to make in respect
thereof. The shares may be sold directly or through broker-dealers acting as
principal or agent, or pursuant to a distribution by one or more underwriters on
a firm commitment or best-effort basis.

The selling stockholder, or his pledgees, donees, transferees or other
successors in interest, may offer and sell their shares in the following manner:

o on the New York Stock Exchange or other exchanges on which the
shares are listed at the time of sale;

o in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price;

o in underwritten offerings;

o in privately negotiated transactions;

o in a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;

o a broker or dealer may purchase as principal and resell such shares
for its account pursuant to this prospectus;

o an exchange distribution in accordance with the rules of the
exchange;

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or

o through any combination of the above.

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In addition to the shares sold hereunder, the selling stockholder may, at
the same time, sell any shares of Class A common stock, including the shares to
be offered through this re-offer prospectus, owned by him in compliance with all
of the requirements of Rule 144 under the Securities Act, regardless of whether
such shares are covered by this re-offer prospectus.

There is no assurance that the selling stockholder will sell any or all of
the Class A common stock offered hereby.

We will pay all expenses in connection with this offering other than
commissions and discounts of underwriters, dealers or agents. All selling and
other expenses incurred by the selling stockholder will be borne by the selling
stockholder.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us
by Goodwin Procter LLP.

EXPERTS

The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K filed with the Commission on March 16,
2001 have been audited by KPMG LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-8 with the Commission
covering the sale of the shares of Class A common stock offered by this
prospectus. This re-offer prospectus does not include all of the information
contained in the registration statement. You should refer to the registration
statement and its exhibits for additional information.

We are subject to the periodic reporting and other informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the locations
described below. Copies of such materials can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. In addition, we are required to
file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
public reference facilities.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We hereby incorporate by reference the documents listed in (a) through (c)
below, which have previously been filed with the Commission.

(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000, as filed with the Commission on March 16, 2001;

(b) Our Current Report on Form 8-K dated February 6, 2001, as filed with
the Commission on February 6, 2001;

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(c) The description of our Class A common stock contained in the
Registration Statement on Form 8-A, dated June 22, 1995, as filed
with the Commission on June 22, 1995 pursuant to Section 12(b) of
the Exchange Act and any amendments or reports filed for the purpose
of updating such description.

In addition, all documents subsequently filed with the Commission by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

We will provide, without charge, to each person, including a beneficial
owner, to whom a copy of the re-offer prospectus is delivered, at the written or
oral request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits thereto, unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to William C. McCartney, Chief Financial Officer of
the Company, 815 Chestnut Street, North Andover, Massachusetts, 01845, (978)
688-1811.

424B3 Last Page of 13 TOC 1st Previous Next ↓Bottom Just 13th
No person has been authorized in connection with the offering made hereby to
give any information or make any representation not contained in this re-offer
prospectus, and if given or made, such information or representation must not be
relied upon as having been authorized by Watts Industries, Inc., any selling
stockholder or any other person. This re-offer prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the shares offered
hereby to any person or anyone in any jurisdiction in which is unlawful to make
such offer or solicitation. Neither the delivery of this re-offer prospectus nor
any sale made hereunder shall, under any circumstances create any implication
that the information contained herein is correct of any date subsequent to the
date hereof.

------------------

TABLE OF CONTENTS
The Company.............................................................. 2
The Offering............................................................. 2
Risk Factors............................................................. 3
Use of Proceeds.......................................................... 7
Selling Stockholders..................................................... 7
Plan of Distribution..................................................... 10
Legal Matters............................................................ 11
Experts.................................................................. 11
Available Information.................................................... 12
Incorporation of Certain Documents By Reference.......................... 12

May 10, 2001

281,598 Shares

WATTS INDUSTRIES

Common Stock

--------------------

Supplemental Prospectus

--------------------

LIBC/1109418.3

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B3’ Filing	Date	First	Last	Other Filings

	8/26/21	8
	8/26/19	8
	10/31/01	9
Filed on:	5/10/01	1	13	S-8 POS
	4/30/01	7
	4/15/01	7
	3/16/01	11		10-K, DEF 14A
	2/15/01	6		SC 13G
	2/6/01	11		8-K
	12/31/00	4	11	10-K
	10/31/99	9
	10/17/97	9
	9/16/97	9		10-K, DEF 14A
	6/22/95	12		8-A12B
				List all Filings

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Filing Submission 0001005477-01-500143 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Watts Water Technologies Inc – ‘424B3’ on 5/10/01

On: Thursday, 5/10/01, at 5:50pm ET · Accession #: 1005477-1-500143 · File #: 33-37926

Prospectus — Rule 424(b)(3)Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(3)
Filing Table of Contents