UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 1998 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to ____________ Commission file number 0-14787 WATTS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 04-2916536 (State of incorporation) (I.R.S. Employer Identification No.) 815 Chestnut Street, North Andover, MA 01845 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 688-1811 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at January 31, 1999 Class A Common, $.10 par value 16,358,807 Class B Common, $.10 par value 10,285,247 WATTS INDUSTRIES, INC. AND SUBSIDIARIES INDEX Part I. Financial Information Page # Item 1. Financial Statements Consolidated Balance Sheets at December 31, 1998 and June 30, 1998 3 Consolidated Statements of Income for the Three Months Ended December 31, 1998 and December 31, 1997 4 Consolidated Statements of Income for the Six Months Ended December 31, 1998 and December 31, 1997 5 Consolidated Statements of Cash Flows for the Six Months Ended December 31, 1998 and December 31, 1997 6 Notes to Consolidated Financial Statements 7-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12-16 Part II. Other Information Item 1. Legal Proceedings 16-19 Item 4. Submission of Matters to a Vote of Security Holders 19-20 Item 6. Exhibits and Reports on Form 8-K 20 Signatures 21 Exhibit Index 22 Exhibit 27 - Financial Data Schedule 23 Exhibit 27.1 - Restated Financial Data Schedule - September 30, 1998 24 Exhibit 27.2 - Restated Financial Data Schedule - June 30, 1998 25 Exhibit 27.3 - Restated financial Data Schedule - December 31, 1997 26