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): August 31, 2004
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MUELLER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6770 25-0790410
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(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
8285 Tournament Drive
Suite 150
Memphis, Tennessee 38125
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (901) 753-3200
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Registrant's Former Name or Address, if changed since last report: N/A
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On September 2, 2004, Mueller Industries, Inc., a Delaware corporation (the
"Company"), announced that its Board of Directors authorized a special dividend
of $6.50 in cash and $8.50 in principal amount of the Company's 6% Subordinated
Debentures due 2014 (the "Debentures"), per share of the Company's common stock,
subject to the satisfaction of certain conditions and the occurrence of certain
events. The record date for stockholders entitled to receive the special
dividend and the payment date thereof were not established by the Board of
Directors but it is expected that the special dividend will be paid by mid
November, 2004. The Company will file an application on Form T-3 with the
Securities and Exchange Commission to qualify the Indenture under which the
Debentures will be issued under the Trust Indenture Act of 1939, as amended. A
copy of the press release announcing the special dividend is attached as Exhibit
99.1.
In addition, in connection with the special dividend, on August 31, 2004,
the Company amended its 1991 Incentive Stock Option Plan, 1994 Stock Option
Plan, 1998 Stock Option Plan, 2002 Stock Option Plan and 1994 Non-Employee
Director Stock Option Plan and the Stock Option Agreement with Mr. Michael O.
Fifer, dated June 30, 2003, to clarify that the anti-dilution adjustment
language therein includes the authority to make adjustments for extraordinary
dividends declared on the Company's common stock, whether payable in the form of
cash, stock or other form of consideration (including debentures). Copies of
these amendments are attached as Exhibits 99.2 through 99.7.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release, dated September 2, 2004.
99.2 Amendment to the Mueller Industries, Inc. 1991 Incentive Stock
Option Plan, dated September 1, 2004.
99.3 Amendment to the Mueller Industries, Inc. 1994 Stock Option Plan,
dated September 1, 2004.
99.4 Amendment to the Mueller Industries, Inc. 1998 Stock Option Plan,
dated September 1, 2004.
99.5 Amendment to the Mueller Industries, Inc. 2002 Stock Option Plan,
dated September 1, 2004.
99.6 Amendment to the Mueller Industries, Inc. 1994 Non-Employee
Director Stock Option Plan, dated September 1, 2004.
99.7 Amendment, dated September 1, 2004, to the Stock Option Agreement
between Mueller Industries, Inc. and Michael O. Fifer, dated June
30, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized, on September 2, 2004.
MUELLER INDUSTRIES, INC.
By: /s/ Kent A. McKee
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Name: Kent A. McKee
Title: Vice President and Chief
Financial Officer
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Exhibit Index
Exhibit No. Description
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99.1 Press Release, dated September 2, 2004.
99.2 Amendment to the Mueller Industries, Inc. 1991 Incentive Stock
Option Plan, dated September 1, 2004.
99.3 Amendment to the Mueller Industries, Inc. 1994 Stock Option Plan,
dated September 1, 2004.
99.4 Amendment to the Mueller Industries, Inc. 1998 Stock Option Plan,
dated September 1, 2004.
99.5 Amendment to the Mueller Industries, Inc. 2002 Stock Option Plan,
dated September 1, 2004.
99.6 Amendment to the Mueller Industries, Inc. 1994 Non-Employee
Director Stock Option Plan, dated September 1, 2004.
99.7 Amendment, dated September 1, 2004, to the Stock Option Agreement
between Mueller Industries, Inc. and Michael O. Fifer, dated June
30, 2003.