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2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended June 29, 2002 Commission file number 1-6770
MUELLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-0790410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8285 TOURNAMENT DRIVE, SUITE 150
MEMPHIS, TENNESSEE 38125
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 753-3200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $ 0.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a 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 / /
The number of shares of the Registrant's common stock outstanding as of
July 24, 2002, was 34,305,039.
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MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Period Ended June 29, 2002
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a.) Consolidated Statements of Income
for the quarters and six months ended
June 29, 2002 and June 30, 2001 3
b.) Consolidated Balance Sheets
as of June 29, 2002 and December 29, 2001 5
c.) Consolidated Statements of Cash Flows
for the six months ended June 29, 2002
and June 30, 2001 7
d.) Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosure
of Market Risk 16
Part II. Other Information
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Quarter Ended
June 29, 2002 June 30, 2001
Net sales $ 277,241 $ 286,021
Cost of goods sold 216,318 219,090
---------- ----------
Gross profit 60,923 66,931
Depreciation and amortization 9,839 10,505
Selling, general, and
administrative expense 23,086 22,761
---------- ----------
Operating income 27,998 33,665
Interest expense (343) (680)
Environmental reserves (230) (856)
Other income, net 1,426 1,369
---------- ----------
Income before income taxes 28,851 33,498
Current income tax expense (6,112) (10,150)
Deferred income tax expense (4,274) (2,573)
---------- ----------
Total income tax expense (10,386) (12,723)
---------- ----------
Net income $ 18,465 $ 20,775
========== ==========
Weighted average shares
for basic earnings per share 33,940 33,399
Effect of dilutive stock options 3,258 3,882
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 37,198 37,281
---------- ----------
Basic earnings per share $ 0.54 $ 0.62
========== ==========
Diluted earnings per share $ 0.50 $ 0.56
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Six Months Ended
June 29, 2002 June 30, 2001
Net sales $ 545,265 $ 562,599
Cost of goods sold 424,808 437,206
---------- ----------
Gross profit 120,457 125,393
Depreciation and amortization 19,598 21,032
Selling, general, and
administrative expense 45,803 45,317
---------- ----------
Operating income 55,056 59,044
Interest expense (836) (2,104)
Environmental reserves (405) (1,617)
Other income, net 3,062 3,135
---------- ----------
Income before income taxes 56,877 58,458
Current income tax expense (13,589) (17,918)
Deferred income tax expense (6,887) (4,296)
---------- ----------
Total income tax expense (20,476) (22,214)
---------- ----------
Net income $ 36,401 $ 36,244
========== ==========
Weighted average shares
for basic earnings per share 33,724 33,383
Effect of dilutive stock options 3,543 3,824
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 37,267 37,207
---------- ----------
Basic earnings per share $ 1.08 $ 1.09
========== ==========
Diluted earnings per share $ 0.98 $ 0.97
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 29, 2002 December 29, 2001
Assets
Current assets:
Cash and cash equivalents $ 129,178 $ 121,862
Accounts receivable, less allowance
for doubtful accounts of $6,579 in
2002 and $6,573 in 2001 183,711 148,808
Inventories:
Raw material and supplies 27,232 28,185
Work-in-process 22,737 16,346
Finished goods 82,441 82,098
---------- ----------
Total inventories 132,410 126,629
Other current assets 4,559 6,614
---------- ----------
Total current assets 449,858 403,913
Property, plant, and equipment, net 385,006 387,533
Goodwill, net 98,749 98,749
Other assets 24,347 25,870
---------- ----------
$ 957,960 $ 916,065
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
June 29, 2002 December 29, 2001
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 3,860 $ 3,996
Accounts payable 54,947 34,209
Accrued wages and other employee costs 24,845 21,349
Other current liabilities 40,181 41,934
---------- ----------
Total current liabilities 123,833 101,488
Long-term debt 15,047 46,977
Pension and postretirement liabilities 19,464 22,746
Environmental reserves 9,245 9,203
Deferred income taxes 56,570 51,768
Other noncurrent liabilities 10,522 10,679
---------- ----------
Total liabilities 234,681 242,861
---------- ----------
Minority interest in subsidiaries 337 271
Stockholders' equity:
Preferred stock - shares authorized
4,985,000; none outstanding - -
Series A junior participating preferred
stock - $1.00 par value; shares
authorized 15,000; none outstanding - -
Common stock - $.01 par value; shares
authorized 100,000,000; issued
40,091,502; outstanding 34,114,943
in 2002 and 33,466,512 in 2001 401 401
Additional paid-in capital, common 259,961 261,647
Retained earnings 568,523 532,122
Accumulated other comprehensive
loss (10,819) (22,038)
Treasury common stock, at cost (95,124) (99,199)
---------- ----------
Total stockholders' equity 722,942 672,933
---------- ----------
Commitments and contingencies (Note 2) - -
---------- ----------
$ 957,960 $ 916,065
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months Ended
June 29, 2002 June 30, 2001
Cash flows from operating activities
Net income $ 36,401 $ 36,244
Reconciliation of net income to net
cash provided by operating activities:
Depreciation and amortization 19,598 21,032
Income tax benefit from exercise of
stock options 10,252 252
Deferred income taxes 6,887 4,296
Gain on disposal of properties (962) (10)
Minority interest in subsidiaries 66 -
Changes in assets and liabilities:
Receivables (32,553) (23,898)
Inventories (4,443) 22,579
Other assets (895) (7,028)
Current liabilities 21,170 21,293
Other liabilities 342 236
Other, net 68 (2,012)
---------- ----------
Net cash provided by operating activities 55,931 72,984
---------- ----------
Cash flows from investing activities
Capital expenditures (13,568) (23,018)
Escrowed IRB proceeds 2,206 (4,672)
Proceeds from sales of properties 1,485 2,236
---------- ----------
Net cash used in investing activities (9,877) (25,454)
---------- ----------
Cash flows from financing activities
Repayments of long-term debt (32,066) (18,348)
Acquisition of treasury stock (10,450) -
Proceeds from the sale of treasury stock 2,587 867
Proceeds from issuance of long-term debt - 10,000
---------- ----------
Net cash used in financing activities (39,929) (7,481)
---------- ----------
Effect of exchange rate changes on cash 1,191 (588)
---------- ----------
See accompanying notes to consolidated financial statements.
-7-
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months Ended
June 29, 2002 June 30, 2001
Increase in cash
and cash equivalents 7,316 39,461
Cash and cash equivalents at the
beginning of the period 121,862 100,268
---------- ----------
Cash and cash equivalents at the
end of the period $ 129,178 $ 139,729
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
General
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted.
Results of operations for the interim periods presented are not necessarily
indicative of results which may be expected for any other interim period or
for the year as a whole. This quarterly report on Form 10-Q should be read
in conjunction with the Company's Annual Report on Form 10-K, including the
annual financial statements incorporated therein by reference.
The accompanying unaudited interim financial statements include all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented.
Note 1 - Earnings Per Common Share
Basic per share amounts have been computed based on the average number
of common shares outstanding. Diluted per share amounts reflect the
increase in average common shares outstanding that would result from the
assumed exercise of outstanding stock options, computed using the treasury
stock method.
Note 2 - Commitments and Contingencies
The Company is subject to normal environmental standards imposed by
federal, state, local, and foreign environmental laws and regulations.
Based upon information currently available, management believes that the
outcome of pending environmental matters will not materially affect the
overall financial position and results of operations of the Company.
In addition, the Company is involved in certain litigation as either
plaintiff or defendant as a result of claims that arise in the ordinary
course of business which management believes will not have a material
effect on the Company's financial condition or results of operations.
Note 3 - Amortization of Goodwill
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS No. 141), and No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142), effective for fiscal years beginning after December 15, 2001. These
Statements eliminated the pooling-of-interests method of accounting for
business combinations and the systematic amortization of goodwill. SFAS
No. 141 applies to all business combinations with a closing date after June
30, 2001, of which the Company had no such activity. At the beginning of
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fiscal 2002, the Company adopted SFAS No. 142. Under the new standard,
purchased goodwill is no longer amortized over its useful life but will be
subject to annual impairment tests. Therefore, the Company did not incur
any goodwill amortization expense during the first half of 2002. Goodwill
amortization expense recorded in the second quarter of 2001 was $1.1
million, which had a negative impact of $1.0 million on net income, or 3
cents per diluted share. For the first six months of 2001, goodwill
amortization expense was $2.2 million, which had a negative impact of $1.9
million on net income, or 5 cents per diluted share.
During the quarter ended June 29, 2002, the Company performed the
first of the required impairment tests of goodwill. No impairment loss
resulted from the initial goodwill impairment test.
-10-
Note 4 - Industry Segments
Summarized segment information is as follows:
(In thousands)
For the Quarter Ended
June 29, 2002 June 30, 2001
Net sales:
Standard Products Division $ 198,407 $ 214,531
Industrial Products Division 74,937 65,495
Other Businesses 5,514 6,710
Elimination of intersegment sales (1,617) (715)
---------- ----------
$ 277,241 $ 286,021
========== ==========
Operating income:
Standard Products Division $ 24,298 $ 32,620
Industrial Products Division 5,803 4,170
Other Businesses 998 1,520
Unallocated expenses (3,101) (4,645)
---------- ----------
$ 27,998 $ 33,665
========== ==========
For the Six Months Ended
June 29, 2002 June 30, 2001
Net sales:
Standard Products Division $ 390,893 $ 418,052
Industrial Products Division 144,924 134,461
Other Businesses 12,097 11,768
Elimination of intersegment sales (2,649) (1,682)
---------- ----------
$ 545,265 $ 562,599
========== ==========
Operating income:
Standard Products Division $ 48,089 $ 56,390
Industrial Products Division 11,471 9,299
Other Businesses 2,354 1,789
Unallocated expenses (6,858) (8,434)
---------- ----------
$ 55,056 $ 59,044
========== ==========
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Note 5 - Comprehensive Income
Comprehensive income is as follows:
(In thousands)
For the Quarter Ended
June 29, 2002 June 30, 2001
Comprehensive income:
Net income $ 18,465 $ 20,775
Other comprehensive income (loss):
Cumulative translation adjustments 7,947 300
Minimum pension liability adjustment 110 -
Change in the fair value
of derivatives (110) (1,578)
---------- ----------
$ 26,412 $ 19,497
========== ==========
For the Six Months Ended
June 29, 2002 June 30, 2001
Comprehensive income:
Net income $ 36,401 $ 36,244
Other comprehensive income (loss):
Cumulative translation adjustments 7,122 (5,856)
Minimum pension liability adjustment 3,017 -
Change in the fair value
of derivatives 1,080 (1,706)
---------- ----------
$ 47,620 $ 28,682
========== ==========
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General Overview
Mueller Industries, Inc. is a leading manufacturer of copper tube and
fittings; brass and copper alloy rod, bar and shapes; aluminum and brass
forgings; aluminum and copper impact extrusions; plastic fittings and
valves; refrigeration valves and fittings; and fabricated tubular products.
Mueller's operations are located throughout the United States and in
Canada, Mexico, France, and Great Britain. The Company also owns a short
line railroad in Utah.
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The Company's businesses are managed and organized into three
segments: (i) Standard Products Division (SPD); (ii) Industrial Products
Division (IPD); and (iii) Other Businesses. SPD manufactures and sells
copper tube, and copper and plastic fittings and valves. Outside of the
United States, SPD manufactures copper tube in Europe. SPD sells these
products to wholesalers in the HVAC (heating, ventilation, and air-
conditioning), plumbing and refrigeration markets, to distributors to the
manufactured housing and recreational vehicle industries, and to building
material retailers. IPD manufactures and sells brass and copper alloy rod,
bar, and shapes; aluminum and brass forgings; aluminum and copper impact
extrusions; refrigeration valves and fittings; fabricated tubular products;
and gas valves and assemblies. IPD sells its products primarily to
original equipment manufacturers (OEMs), many of which are in the HVAC,
plumbing and refrigeration markets. Other Businesses is composed primarily
of Utah Railway Company. SPD and IPD account for more than 98 percent of
consolidated net sales and more than 83 percent of consolidated total
assets.
New housing starts and commercial construction are important
determinants of the Company's sales to the HVAC, refrigeration and plumbing
markets because the principal end use of a significant portion of the
Company's products is in the construction of single and multi-family
housing and commercial buildings. Profitability of certain of the
Company's product lines depends upon the "spreads" between the cost of
raw material and the selling prices of its completed products. The open
market prices for copper cathode and scrap, for example, influence the
selling price of copper tubing, a principal product manufactured by the
Company. The Company attempts to minimize the effects of fluctuations in
material costs by passing through these costs to its customers. Spreads
fluctuate based upon market conditions.
Results of Operations
Net income was $18.5 million, or 50 cents per diluted share, for the
second quarter of 2002, compared with net income of $20.8 million, or 56
cents per diluted share, for the same period of 2001. Year-to-date, net
income was $36.4 million, or 98 cents per diluted share, compared with net
income of $36.2 million, or 97 cents per diluted share, for 2001.
During the second quarter of 2002, the Company's net sales were $277.2
million, which compares with net sales of $286.0 million, or a three
percent decrease over the same period of 2001. Net sales were $545.3
million in the first half of 2002 compared with $562.6 million in 2001.
The average price of copper was approximately six percent lower in the
first half of 2002 compared with the same period of 2001, which contributed
to the decrease in net sales. During the second quarter of 2002, the
Company's manufacturing businesses shipped 198 million pounds of product
compared to 186 million pounds in the same quarter of 2001. The Company
shipped 393 million pounds of product in the first half of 2002 compared
with 362 million in the same period of 2001.
-13-
Cost of goods sold decreased from $219.1 million in the second quarter
of 2001 to $216.3 million in the same period of 2002. This decrease was
attributable to lower material costs and production efficiencies. Selling,
general, and administrative expense increased from $22.8 million in 2001 to
$23.1 million in the second quarter of 2002, resulting from the increase in
volume. Depreciation and amortization expense decreased to $9.8 million
and $19.6 million for the second quarter and first half of 2002,
respectively, compared with $10.5 million in the second quarter and $21.0
million in the first half of 2001. The decrease was due to discontinuing
goodwill amortization as described in Note 3, offset by increased
depreciation due to recent capital expenditures.
Second quarter and first half operating income decreased from the
comparable periods in the prior year primarily due to reduced spreads in
certain product lines, primarily domestic and European copper tube. The
Company's European operations were below break-even in the second quarter,
but still show a modest profit for the first half of 2002.
Interest expense for the second quarter of 2002 totaled $0.3 million
compared with $0.7 million in the same quarter of 2001. For the first six
months of 2002, interest expense was $0.8 million compared with $2.1
million for the same period of 2001. The Company capitalized $0.4 million
of interest related to capital improvement programs in the first half of
2001 while none was capitalized in 2002. Total interest in the second
quarter and first half of 2002 decreased due to lower funded balances.
The Company's effective income tax rate for the first half of 2002 was
36.0 percent compared with 38.0 percent for the first half of last year.
This rate decrease is due to realization of tax benefits attributable to
European earnings.
Liquidity and Capital Resources
Cash provided by operating activities in the first half of 2002
totaled $55.9 million which is primarily attributable to net income,
depreciation and amortization, income tax benefit from exercise of stock
options, deferred income taxes, and increased current liabilities, offset
by increased receivables.
During the first six months of 2002, the Company used $9.9 million for
investing activities, consisting primarily of $13.6 million for capital
expenditures. The Company also used $39.9 million for financing activities
consisting of $32.1 million for repayments of long-term debt and $10.5
million for repurchases of treasury stock. Existing cash balances, cash
from operations, and IRB proceeds were used to fund the first half
investing and financing activities.
-14-
During the six months ended June 29, 2002, the Chairman of the
Company's Board of Directors, Mr. Harvey L. Karp, exercised options to
purchase 914,300 shares of Company stock. As provided in Mr. Karp's option
agreement, the Company withheld the number of shares, at their fair market
value, sufficient to cover the minimum withholding taxes incurred by the
exercise. These shares withheld have been classified as acquisition of
treasury stock on the Company's Consolidated Statement of Cash Flows. The
income tax benefit of $10.3 million from the exercise of stock options was
recognized as a direct addition to additional paid-in capital and,
therefore, had no effect on the Company's earnings.
On October 18, 1999, the Company's Board of Directors authorized the
repurchase of up to four million shares of the Company's common stock from
time-to-time over the next year through open market transactions or through
privately negotiated transactions. During 2000, this authorization was
expanded and extended to repurchase up to a total of ten million shares.
During 2001, the authorization was extended through October, 2002. The
Company has no obligation to purchase any shares and may cancel, suspend,
or extend the time period for the purchase of shares at any time. The
purchases will be funded primarily through existing cash and cash from
operations. The Company may hold such shares in treasury or use a portion
of the repurchased shares for employee benefit plans, as well as for other
corporate purposes. Through June 29, 2002, the Company has repurchased
approximately 2.3 million shares under this authorization.
The Company has an unsecured $200 million revolving credit facility
(the Credit Facility), which matures in November 2003. At June 29, 2002,
there were no outstanding borrowings under the Credit Facility. Borrowings
under the Credit Facility bear interest, at the Company's option, at (i)
LIBOR plus a variable premium or (ii) the larger of Prime, or the Federal
Funds rate plus .50 percent. LIBOR advances may be based upon the one,
two, three, or six-month LIBOR. The variable premium over LIBOR is based
on certain financial ratios, and can range from 25 to 40 basis points.
Additionally, a facility fee is payable quarterly on the total commitment
and varies from 12.5 to 22.5 basis points based upon the Company's
capitalization ratios. When funded debt is 50 percent or more of the
commitment, a utilization fee is payable quarterly on the average loan
balance outstanding and varies from 0 to 20 basis points based upon the
capitalization ratio. Availability of funds under the Credit Facility is
reduced by the amount of certain outstanding letters of credit, which
totaled approximately $5.7 million at June 29, 2002.
Under the above Agreement the Company is required, among other things,
to maintain certain minimum levels of net worth and meet certain minimum
financial ratios. The Company is in compliance with all debt covenants.
The Company's major capital projects were substantially complete in
2001, including casting facilities at the Company's brass rod mill,
modernization of the European copper tube mill, and installation of an
additional extrusion press at the Company's Fulton, Mississippi, copper
tube mill. The Company expects to invest between $25 and $35 million for
capital projects during 2002.
-15-
Management believes that cash provided by operations and currently
available cash of $129.2 million will be adequate to meet the Company's
normal future capital expenditure and operational needs. The Company's
current ratio is 3.6 to 1 at June 29, 2002.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
Quantitative and qualitative disclosures about market risk are
incorporated herein by reference to Part II, Item 7A, of the Company's
Report on Form 10-K for the year ended December 29, 2001.
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 9, 2002, the Company held its Annual Meeting of Stockholders at
which three proposals were voted upon: (i) election of directors; (ii)
adoption of the Company's 2002 Stock Option Plan; and (iii) the approval of
the appointment of auditors. The following persons were duly elected to
serve, subject to the Company's Bylaws, as Directors of the Company until
the next Annual Meeting, or until election and qualification of their
successors:
Votes in Favor Votes Withheld
Gennaro J. Fulvio 29,667,203 328,302
Gary S. Gladstein 29,699,995 295,510
Robert B. Hodes 29,417,714 577,791
Harvey L. Karp 29,598,565 396,940
William D. O'Hagan 29,645,199 350,306
The proposal to approve the 2002 Stock Option Plan was ratified by
18,824,969 votes in favor, 11,019,091 votes against, and 151,445 votes
abstaining. The proposal to approve the appointment of Ernst & Young LLP
as the Company's auditors was ratified by 29,091,482 votes in favor,
877,984 votes against, and 26,039 votes abstaining.
There were no broker non-votes pertaining to these proposals.
-16-
Item 5. Other Information
The following discussion updates the disclosure in Item 1, Business,
in the Company's Annual Report on Form 10-K, for the year ended December
29, 2001.
Labor Relations
The union contract covering employees at the Company's Fulton,
Mississippi copper tube mill expires August 1, 2002, and the union contract
covering employees at the Company's subsidiary, Lincoln Brass Works, Inc.,
in Jacksboro, Tennessee expires August 31, 2002. Negotiations between the
Company and union representatives are ongoing. The Company expects to
renew these contracts without material disruption of its operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
19.1 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended June 29, 2002.
Such report is being furnished for the information of
the Securities and Exchange Commission only and is
not to be deemed filed as part of this Quarterly
Report on Form 10-Q.
(b) During the quarter ended June 29, 2002, the Registrant filed
no Current Reports on Form 8-K.
Items 1, 2, and 3 are not applicable and have been omitted.
-17-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on July 25, 2002.
MUELLER INDUSTRIES, INC.
/s/ Kent A. McKee
Kent A. McKee
Vice President and Chief Financial Officer
/s/ Richard W. Corman
Richard W. Corman
Corporate Controller
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