UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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. _____)
CIRCOR INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
17273K 10 9
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(CUSIP Number)
Walter J. Flowers
Flowers & Manning, LLP
15 Court Square, Suite 340
Boston, MA 02108
(617) 589-0601
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 20, 2002
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(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 8 Pages)
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CUSIP No. 17273K 10 9 13D Page 2 of 8
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Walter J. Flowers
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(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)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,184,090
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,184,090
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,090
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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)
7.85%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 17273K 10 9 13D Page 3 of 8
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Item 1. Security and Issuer.
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 Walter J. Flowers, sometimes
referred to herein as the "Reporting Person."
(b) and (c)
Mr. Flowers is a partner in the law firm of Flowers & Manning,
LLP and his business address is 15 Court Square, Suite 340, Boston,
Massachusetts 02108.
(d) and (e) During the last five years, the Reporting Person has
not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanours), nor has 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.
(f) Mr. Flowers is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person became the sole trustee of revocable trusts
for the benefit of George B. Horne and Deborah Horne, respectively,
on August 20, 2002, in connection with the transactions described in
Item 4 below. The CIRCOR International, Inc. shares previously held
by the trusts specified in Item 4 below were acquired by such trusts
in a one-for-two pro-rata distribution to the shareholders of Watts
Industries, Inc. and no consideration was paid for such shares.
Item 4. Purpose of Transaction.
As of August 20, 2002, Walter J. Flowers may be deemed to be,
within the meaning of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended,
the beneficial owner of (i) 512,300 shares previously held under a
revocable trust for the benefit of George B. Horne and (ii) 567,920
shares previously held under a revocable trust for the benefit of
Deborah Horne, all of which shares were previously subject to the
terms of the 1997 Voting Trust (as defined in Item 6 below). As of
August 20, 2002, all of such shares were removed from the trusts
specified in (i) and (ii) above for which Timothy P. Horne serves as
co-trustee (in the case of (i)
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CUSIP No. 17273K 109 13D Page 4 of 8
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above) or sole trustee (in the case of (ii) above), and deposited
into revocable trusts for the benefit of George B. Horne and Deborah
Horne, respectively, of which Mr. Flowers serves as the sole trustee.
Such shares were also simultaneously withdrawn from the 1997 Voting
Trust (as defined in Item 6 below). The Reporting Person hereto
intends continuously to review the trusts' 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 persons named in
Item 5(b) or the common stock of the issuer.
Item 5. Interest in Securities of Issuer.
Walter J. Flowers
(a) Amount Beneficially Owned.
Walter J. Flowers is the beneficial owner of 1,184,090
shares of common stock of the issuer. This amount includes (i)
512,300 shares held for the benefit of George B. Horne under a
revocable trust for which Walter J. Flowers serves as sole trustee,
(ii) 567,920 shares held for the benefit of Deborah Horne under a
revocable trust for which Walter J. Flowers serves as sole trustee,
and (iii) 103,870 shares held for the benefit of Tiffany R. Horne
under an irrevocable trust for which Walter J. Flowers serves as sole
trustee.
Amount Beneficially Owned: 1,184,090
Percentage of Class: 7.85%
Number of shares as to which such person has:
Sole power to vote or to direct the vote: 1,184,090
Shared power to vote or to direct the vote: None
Sole power to dispose or to direct the disposition of:
None
Shared power to dispose or to direct the disposition
of: 1,184,090
(b) The Reporting Person has shared power to dispose or to
direct the disposition of 1,080,220 shares. The power is shared with
the following persons:
(1) a) George B. Horne
b) The residence address of George B. Horne is
112 Mill Road, North Hampton, New Hampshire
03862.
c) Mr. Horne is retired.
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CUSIP No. 172173K 10 9 Page 5 of 8
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d) During the last 5 years, George B. Horne has not 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 or, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation of such laws.
e) George B. Horne is a United States citizen.
(2) a) Deborah Horne
b) The business address of Deborah Horne is HCR #73, Rte 1 Box
113, Twist, Washington 98856
c) Deborah Horne operates a ranch.
d) During the last 5 years, Deborah Horne has not been convicted
in any criminal proceeding (excluding traffic violations or
similar misdemeanors), or has 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 or, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
of such laws.
e) Deborah Horne is a United States citizen.
(c) The following transactions involving the common stock of the issuer
beneficially owned by the Reporting Persons were effected during the past sixty
days as described below:
As of August 20, 2002, (i) 512,300 shares held for the benefit of
George B. Horne under a revocable trust for which Timothy P. Horne serves as
co-trustee and (ii) 567,920 shares held for the benefit of Deborah Horne under a
revocable trust for which Timothy P. Horne serves as sole trustee were removed
from the trusts specified in (i) and (ii) above and were withdrawn from the 1997
Voting Trust (as defined in Item 6 below). The shares specified in (i) and (ii)
above were deposited into revocable trusts for the benefit of George B. Horne
and Deborah Horne, respectively, for which the Reporting Person serves as sole
trustee.
(d) Ownership on Behalf of Another Person
Walter J. Flowers
George B. Horne has the right to receive and the power to direct the
receipt of
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CUSIP No. 17273K 10 9 13D Page 6 of 8
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dividends from, or the proceeds from the sale of, 512,300
shares held for the benefit of George B. Horne under a
revocable trust for which the Reporting Person serves as sole
trustee.
Deborah Horne has the right to receive and the power
to direct the receipt of dividends from, or the proceeds from
the sale of, 567,920 shares held for the benefit of Deborah
Horne under a revocable trust for which the Reporting Person
serves as sole trustee.
Tiffany R. Horne has the right to receive and the
power to direct the receipt of dividends from, or the proceeds
from the sale of, 103,870 shares held for the benefit of
Tiffany R. Horne under a revocable trust for which the
Reporting Person serves as sole trustee.
(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. None of the shares reported
hereunder are subject to 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
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CUSIP No. 17273K 10 9 13D Page 7 of 8
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with the Securities and Exchange Commission on
September 22, 1999 (File No. 000-26961)).
* * *
The percentages above have been determined as of September 6,
2002, based on information from the issuer. As of that date, there
were 15,093,091 shares of common stock of the issuer outstanding.
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CUSIP No. 17273K 10 9 13D Page 8 of 8
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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: October 1, 2002
/s/ Walter J. Flowers
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Walter J. Flowers