UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 15, 2003
WATTS INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 000-14787 04-2916536
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
815 CHESTNUT STREET
NORTH ANDOVER, MASSACHUSETTS 01845
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (978) 688-1811
Item 5 - Other Events and Required FD Disclosure
On May 15, 2003, Watts Industries, Inc. (the "Company") issued a press release
announcing the completion of a private placement of $125 million of senior
unsecured notes consisting of $50 million principal amount of 4.87% Senior Notes
due 2010 and $75 million principal amount of 5.47% Senior Notes due 2013 (the
"Notes"). The press release is attached as Exhibit 99.1 to this report and is
incorporated by reference herein.
The net proceeds from the private placement will be used to repay in full the
Company's $75 million principal amount of 8 3/8% Notes due December 2003 and to
repay approximately $30 million outstanding under the Company's senior credit
facility. The balance of the net proceeds will be used for general corporate
purposes.
Interest on the Notes is payable semi-annually. The purchase agreement with
respect to the Notes includes operational and financial covenants with which the
Company is required to comply, including, among others, maintenance of certain
financial ratios and restrictions on additional indebtedness, liens and
investments. Events of default under the purchase agreement include the failure
to comply with the operational and financial covenants, as well as bankruptcy
and other insolvency events.
The Notes were offered and sold only to institutional investors. The Notes have
not been registered under the Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from the Securities Act of 1933, as
amended, and applicable state securities laws, except under circumstances where
neither such registration nor such an exemption is required by law.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
4.1 Note Purchase Agreement, dated as of May 15, 2003, among Watts
Industries, Inc, and the purchasers named therein.
4.2 Form of 4.87% Senior Note due 2010
4.3 Form of 5.47% Senior Note due 2013
99.1 Press release of Watts Industries, Inc., dated May 15, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 15, 2003 By: /s/ William C. McCartney
------------------------------
William C. McCartney
Chief Financial Officer, Treasurer
and Secretary
Exhibit Index
4.1 Note Purchase Agreement, dated as of May 15, 2003, among Watts Industries,
Inc, and the purchasers named therein.
4.2 Form of 4.87% Senior Note due 2010
4.3 Form of 5.47% Senior Note due 2013
99.1 Press release of Watts Industries, Inc., dated May 15, 2003.