UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)
CIRCOR INTERNATIONAL, INC.
--------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
17273K 10 9
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(CUSIP Number)
Timothy P. Horne
c/o Watts Industries, Inc.
815 Chestnut Street
North Andover, MA 01845-6098
(978) 688-1811
--------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 21, 2003
-----------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b), (3) or (4), check the following box [_].
(Continued on following pages)
(Page 1 of 10 Pages)
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CUSIP No. 17273K 10 9 13D/A Page 2 of 10
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Timothy P. Horne
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,406,548 (1)
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,406,548 (1)
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,406,548 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
(1) This number includes: (i) 1,395,248 shares held individually by Timothy P.
Horne and (ii) 11,300 shares held under an irrevocable trust for the
benefit of Tiffany Rae Horne for which Timothy P. Horne serves as the sole
trustee. 925,610 shares in clause (i) and all of the shares in clause (ii)
are held in the 1997 Voting Trust (as defined in Item 6).
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CUSIP No. 17273K 10 9 13D/A Page 3 of 10
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tiffany Rae Horne
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
103,870
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,170 (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
(2) This number includes: (i) 11,300 shares held under an irrevocable trust for
which Timothy P. Horne serves as sole trustee and (ii) 103,870 shares held
under an irrevocable trust for which Walter J. Flowers, a partner in the
law firm of Flowers & Manning, LLP, serves as trustee. Timothy P. Horne
disclaims beneficial ownership of the shares in (ii) above.
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CUSIP No. 17273K 10 9 13D/A Page 4 of 10
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Item 1. Security and Issuer.
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The securities to which this statement relates are the
shares of common stock, par value $.01 per share, of CIRCOR
International, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at
35 Corporate Drive, Burlington, Massachusetts 01803.
Item 2. Identity and Background.
-----------------------
(a) This statement is being filed by the following persons:
Timothy P. Horne and Tiffany Rae Horne (collectively referred
to as the "Reporting Persons").
(b) and (c)
Mr. Timothy P. Horne is a director of Watts
Industries, Inc. which is principally engaged in the valve
manufacturing business and his business address is 815 Chestnut
Street, North Andover, Massachusetts 01845.
Ms. Tiffany Rae Horne is a student and resides at 94
Porter Road, Andover, Massachusetts 01810.
Item 2(d) and (e) is hereby amended and restated in its
entirety as follows:
(d) and (e) Except as set forth below, during the last five
years, none of the Reporting Persons has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws.
On August 15, 2002, the Securities Exchange Commission
commenced a civil action against Mr. Timothy P. Horne alleging
violations of the Securities Exchange Act of 1934. The SEC
alleged that Mr. Horne received confidential information as an
officer of Watts Industries, Inc. and used it to profit from
trading he did in shares of Central Sprinkler Corp. in May
1999. The complaint alleged violations of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder based on insider trading.
Mr. Horne has entered into an agreement with the SEC
to settle the civil action. Pursuant to the agreement, Mr.
Horne, without admitting or denying the allegations of the
complaint filed by the SEC, has consented to the entry of a
final judgment against him which requires him to disgorge
profits gained as a result of the conduct alleged in the
complaint, pay prejudgment interest, plus a civil money
penalty, and which permanently restrains and enjoins him from
violations of Section 10(b) of the Securities Exchange Act
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CUSIP No. 17273K 10 9 13D/A Page 5 of 10
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of 1934 and Rule 10b-5.
(f) Each person identified in this Item 2 is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The CIRCOR International, Inc. shares were acquired by
the Reporting Persons in a one-for-two pro-rata distribution to
the shareholders of Watts Industries, Inc. and no consideration
was paid for such shares, except for 8,667 shares of common
stock acquired by Mr. Timothy P. Horne upon the exercise of
options granted to Mr. Horne by the Compensation Committee of
the Company in connection with his previous service as a
director of the Company.
Item 4. Purpose of Transaction.
----------------------
Since the Reporting Persons' last amendment filing,
Timothy P. Horne may no longer be deemed to beneficially own,
within the meaning of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended, (i) 175,200 shares previously held under a revocable
trust for the benefit of George B. Horne, (ii) 87,700 shares
previously held under a revocable trust for the benefit of
Daniel W. Horne and 1,137 shares held individually by Daniel W.
Horne, and (iii) 87,700 shares previously held under a
revocable trust for the benefit of Deborah Horne and 1,137
shares held individually by Deborah Horne, all of which shares
were previously subject to the terms of the 1997 Voting Trust
(as defined in Item 6 below). Since the Reporting Persons' last
amendment filing, all of the shares held in such trusts were
removed from the trusts specified in (i), (ii) and (iii) above
for which Timothy P. Horne served as co-trustee (in the case of
(i) above) or sole trustee (in the case of (ii) and (iii)
above), and all of such shares were withdrawn from the 1997
Voting Trust (as defined in Item 6 below). The shares specified
in (i) and (iii) above, other than 1,137 shares held
individually by Deborah Horne, are held under revocable trusts
for which Walter J. Flowers, a partner in the law firm of
Flowers & Manning, LLP, serves as sole trustee. The shares
specified in (ii) above, other than 825 shares held
individually by Daniel W. Horne, are held under a revocable
trust for which Jennifer E. Manning, a partner in the law firm
of Flowers & Manning, LLP, serves as sole trustee. Following
these transactions, Timothy P. Horne ceased to have any voting
or dispositive power over such shares. Each of the Reporting
Persons hereto intends continuously to review his or her
investment in the issuer and may from time to time acquire or
dispose of shares of common stock of the issuer, depending on
various factors, including but not limited to general economic
conditions, monetary and stock market conditions and future
developments affecting the Reporting Persons or the common
stock of the issuer.
Item 5. Interest in Securities of Issuer.
---------------------------------
Timothy P. Horne
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Amount Beneficially Owned.
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CUSIP No. 17273K 10 9 13D/A Page 6 of 10
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Timothy P. Horne is the beneficial owner of 1,406,548
shares of common stock of the issuer. This amount includes (i)
1,395,248 shares of common stock beneficially owned by Timothy
P. Horne individually and (ii) 11,300 shares held for the
benefit of Tiffany Rae Horne, Timothy P. Horne's daughter,
under an irrevocable trust for which Timothy P. Horne serves as
sole trustee.
925,610 of the shares in clause (i) and all of the
shares in clause (ii) (936,910 shares in the aggregate) are
held in the 1997 Voting Trust (as defined in Item 6 below) for
which Timothy P. Horne serves as sole trustee.
Amount Beneficially Owned: 1,406,548
Percentage of Class: 9.3%
Number of shares as to which such person has:
Sole power to vote or to direct the vote:
1,406,548
Shared power to vote or to direct the vote:
None
Sole power to dispose or to direct the
disposition of: 1,406,548
Shared power to dispose or to direct the
disposition of: None
Tiffany Rae Horne
-----------------
Amount Beneficially owned:
Tiffany R. Horne is the beneficial owner of 115,170
shares of common stock of the issuer. Tiffany R. Horne's
beneficial ownership consists of (i) 103,870 shares held for
the benefit of Tiffany R. Horne under an irrevocable trust for
which Walter J. Flowers, a partner in the law firm of Flowers &
Manning, LLP, serves as sole trustee, and (ii) 11,300 shares
held for the benefit of Tiffany R. Horne under an irrevocable
trust for which Timothy P. Horne serves as trustee. 11,300 of
such shares are subject to the 1997 Voting Trust (as defined in
Item 6 below) for which Timothy P. Horne serves as sole
trustee.
Amount Beneficially Owned: 115,170
Percentage of Class: 0.8%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: None
Shared power to vote or to direct the vote: None
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CUSIP No. 17273K 10 9 13D/A Page 7 of 10
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Sole power to dispose or to direct the
disposition of: None
Shared power to dispose or to direct the
disposition of: 103,870
(c) The following transactions involving the common stock of
the issuer beneficially owned by the Reporting Persons were
effected during the past sixty days or since the Reporting
Persons' last amendment filing as described below:
On February 21, 2003, Timothy P. Horne
individually sold 500 shares of the common stock of the issuer
at a price of $15.00 per share through an open market broker's
transaction under the Registration Statement on Form S-3 filed
by the issuer (Reg. No. 333-85912) (the "Registration
Statement").
On February 20, 2003, Timothy P. Horne
individually sold 18,600 shares of the common stock of the
issuer at a price of $15.00 per share through an open market
broker's transaction under the Registration Statement.
On February 18, 2003, Timothy P. Horne
individually sold 50,000 shares of the common stock of the
issuer at a price of $14.55 per share through an open market
broker's transaction under the Registration Statement.
Since the Reporting Persons' last amendment filing,
(i) 175,200 shares held for the benefit of George B. Horne
under a revocable trust for which Timothy P. Horne served as
co-trustee, (ii) 87,700 shares held for the benefit of Daniel
W. Horne under a revocable trust for which Timothy P. Horne
served as sole trustee and (iii) 87,700 shares held for the
benefit of Deborah Horne under a revocable trust for which
Timothy P. Horne served as sole trustee were removed from the
trusts specified in (i), (ii) and (iii) above and were
withdrawn from the 1997 Voting Trust. In addition, 1,137 shares
held individually by Daniel W. Horne and 1,137 shares held
individually by Deborah Horne were withdrawn from the 1997
Voting Trust. The shares specified in (i) and (iii) above,
other than 1,137 shares held individually by Deborah Horne,
were deposited into revocable trusts for the benefit of George
B. Horne and Deborah Horne, respectively, for which Walter J.
Flowers, a partner in the law firm of Flowers & Manning, LLP,
serves as sole trustee. The shares specified in (ii) above,
other than 825 shares held individually by Daniel W. Horne,
were deposited into a revocable trust for the benefit of Daniel
W. Horne for which Jennifer E. Manning, a partner in the law
firm of Flowers & Manning, LLP, serves as sole trustee.
(d) Ownership on Behalf of Another Person
Timothy P. Horne
----------------
Tiffany Rae Horne has the right to receive and the
power to direct the receipt of dividends from, or proceeds from
the sale of, 11,300 shares held for the benefit of Tiffany Rae
Horne under an irrevocable trust for which Timothy P. Horne
serves as sole trustee.
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CUSIP No. 17273K 10 9 13D/A Page 8 of 10
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Tiffany Rae Horne
-----------------
Timothy P. Horne has the power, as sole trustee of an
irrevocable trust for the benefit of Tiffany Rae Horne and
subject to the limitations of such trust, to direct the receipt
of dividends from, or the proceeds from the sale of, 11,300
shares held in such trust.
Walter J. Flowers, a partner in the law firm of
Flowers & Manning, LLP, has the power as sole trustee of an
irrevocable trust for the benefit of Tiffany Rae Horne and
subject to the limitations of such trust, to direct the receipt
of dividends from, or the proceeds from the sale of, 103,870
shares held in such trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Timothy P. Horne serves as sole trustee for the
Amended and Restated George B. Horne Voting Trust Agreement --
1997 (the "1997 Voting Trust"). 925,610 shares of common stock
held by Timothy P. Horne individually and 11,300 shares of
common stock held by a trust for the benefit of Tiffany R.
Horne (936,910 shares in the aggregate) are subject to the
terms of the 1997 Voting Trust. Under the terms of the 1997
Voting Trust, Timothy P. Horne 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. 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 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 depositor of which) is not then living,
the holders of voting trust certificates representing such
shares. The consent of Timothy P. Horne, as sole trustee of the
1997 Voting Trust, is required for the removal of any shares
from the 1997 Voting Trust.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following documents are filed as exhibits to this
Schedule 13D:
Exhibit 9.1 The Amended and Restated
George B. Horne Voting Trust
Agreement--1997 dated as of
September 14, 1999 (incorporated
by reference to Exhibit 9.1 to
Amendment No. 1 to the CIRCOR
International, Inc. Registration
Statement on Form 10 as filed
with the Securities and Exchange
Commission on September 22, 1999
(File No. 000-26961)).
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CUSIP No. 17273K 10 9 13D/A Page 9 of 10
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* * *
The percentages above have been determined as of
February 28, 2003, based on information set forth in the Annual
Report on Form 10-K for the fiscal year ended December 31, 2002
filed by the issuer. As of February 28, 2003, there were
15,109,850 shares of common stock of the issuer outstanding.
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CUSIP No. 17273K 10 9 13D/A Page 10 of 10
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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: April 8, 2003
/s/ Timothy P. Horne
---------------------------------
Timothy P. Horne
/s/ Timothy P. Horne
---------------------------------
*Tiffany Rae Horne
* By Timothy P. Horne, Attorney-in-Fact pursuant to Powers of Attorney filed
as Exhibit 10.1 to Schedule 13D/A filed with the Securities and Exchange
Commission on July 25, 2002 by Timothy P. Horne for the Horne Family Group,
which Power of Attorney is hereby incorporated by reference.