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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.[X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
The number of shares of the Registrant's common stock outstanding as of
March 12, 2003 was 34,257,419 excluding 5,834,083 treasury shares. The
aggregate market value of the 33,692,817 shares of common stock held by non-
affiliates of the Registrant was $781,336,426 at March 12, 2003 (based on
the closing price on the consolidated transaction reporting system on that
date).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into this
Report: (1) Registrant's Annual Report to Stockholders for the year ended
December 28, 2002 (Part I and II); Registrant's Definitive Proxy Statement
for the 2003 Annual Meeting of Stockholders, scheduled to be mailed on or
about March 24, 2003 (Part III).
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MUELLER INDUSTRIES, INC.
---------------------
As used in this report, the terms "Company", "Mueller" and "Registrant"
mean Mueller Industries, Inc. and its consolidated subsidiaries taken as a
whole, unless the context indicates otherwise.
--------------------
TABLE OF CONTENTS
Page
Part I
Item 1. Business 3
Item 2. Properties 9
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Part II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 12
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
Part III
Item 10. Directors and Executive Officers of the Registrant 12
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 13
Item 13. Certain Relationships and Related Transactions 15
Item 14. Controls and Procedures 15
Part IV
Item 15. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 15
Signatures 18
-2-
PART I
ITEM 1. BUSINESS
Introduction
The Company is a leading manufacturer of copper, brass, plastic, and
aluminum products. The range of these products is broad: 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,
and Great Britain.
The Company's businesses are managed and organized into two segments:
Standard Products Division ("SPD") and Industrial Products Division
("IPD"). SPD manufactures and sells copper tube, copper and plastic
fittings, and valves. Outside of the United States, SPD manufactures and
sells 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. The majority of
the Company's manufacturing facilities operated at moderate levels during
2002, and high levels in 2001, and 2000.
During 2002, the Company sold its wholly owned subsidiary, Utah Railway
Company. Certain expenses related primarily to retiree benefits at inactive
operations were formerly combined with the operations of Utah Railway Company
under a third industry segment, Other Businesses. Following the sale of Utah
Railway Company and its classification as discontinued operations, these
expenses of inactive operations have been combined into the unallocated
expenses classification.
Information concerning segments appears under "Note 15 - Industry
Segments" in the Notes to Consolidated Financial Statements in Mueller's
Annual Report to Stockholders for the year ended December 28, 2002. Such
information is incorporated herein by reference.
Standard Products Division
Mueller's Standard Products Division includes a broad line of copper
tube, which ranges in size from 1/8 inch to 8 inch diameter, and is sold in
various straight lengths and coils. Mueller is a market leader in the air-
conditioning and refrigeration tube markets. Additionally, Mueller supplies a
variety of water tube in straight lengths and coils used for plumbing
applications in virtually every type of construction project.
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SPD also includes copper and plastic fittings and related components for
the plumbing and heating industry that are used in water distribution systems,
heating systems, air-conditioning, and refrigeration applications, and
drainage, waste, and vent systems. A major portion of Mueller's products are
ultimately used in the domestic residential and commercial construction
markets and, to a lesser extent, in the automotive and heavy on and off-the-
road vehicle markets.
On September 27, 2002, the Company acquired certain assets of Colonial
Engineering, Inc.'s Fort Pierce, Florida operations. These operations
manufacture injected molded plastic pressure fittings for plumbing,
agricultural, and industrial use including a line of PVC Schedule 40 and 80
and CPVC fittings.
During 1998, the Company acquired Halstead Industries, Inc.
("Halstead"). Halstead operates a tube mill in Wynne, Arkansas. Halstead
also operated a line sets factory in Clinton, Tennessee, which was moved to
Wynne, Arkansas in 2001. This acquisition expanded the Company's copper tube
and line sets businesses and created opportunities for improved production and
distribution efficiency. Following the acquisition, Halstead's name was
changed to Mueller Copper Tube Products, Inc. Also in 1998, the Company
acquired B&K Industries, Inc. ("B&K"), an importer and distributor of
residential and commercial plumbing products. The acquisition of B&K
facilitated the sale of Mueller's manufactured products in the large, and
growing, retail marketplace.
In December 2002, the Company initiated a plan to sell or liquidate its
French manufacturing operations, Mueller Europe S. A. Subsequent to year-
end, on March 3, 2003, Mueller Europe S.A. filed a petition for liquidation
with the Commercial Court of Provins Province, France and, on March 4, the
Court declared the entity to be in liquidation. The disposition of remaining
assets and obligations of Mueller Europe S.A. is under the jurisdiction of the
Court.
SPD markets primarily through its own sales and distribution
organization, which maintains sales offices and distribution centers
throughout the United States and in Canada, Mexico, and Europe. As of the
beginning of 2003, the Company also maintains a sales office in Hong Kong.
Additionally, products are sold and marketed through a network of agents,
which, when combined with the Company's sales organization, provide the
Company broad geographic market representation.
The businesses in which SPD is engaged are highly competitive. The
principal methods of competition for Mueller's products are customer service,
availability, and price. The total amount of order backlog for SPD as of
December 28, 2002 was not significant.
The Company competes with various companies, depending on the product
line. In the U.S. copper tubing business, the domestic competition includes
Cerro Copper Products Co., Inc., Reading Tube Corporation, and Wolverine Tube,
Inc., as well as many actual and potential foreign competitors. In the
European copper tubing business, Mueller competes with more than ten European-
based manufacturers of copper tubing as well as foreign-based manufacturers.
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Additionally, the Company's copper tube businesses compete with a large number
of manufacturers of substitute products made from plastic, iron, and steel.
In the copper fittings market, competitors include Elkhart Products, a
division of Amcast Industrial Corporation, and NIBCO, Inc., as well as several
foreign manufacturers. The plastic fittings competitors include NIBCO, Inc.,
Charlotte Pipe & Foundry, and other companies. No single competitor offers
such a wide-ranging product line. Management believes that this is a
competitive advantage in some markets.
Industrial Products Division
Mueller's Industrial Products Division includes brass rod, nonferrous
forgings, and impact extrusions that are sold primarily to OEMs in the
plumbing, refrigeration, fluid power, and automotive industries, as well as to
other manufacturers and distributors. The Port Huron, Michigan mill extrudes
brass, bronze, and copper alloy rod in sizes ranging from 3/8 inches to 4
inches in diameter. These alloys are used in applications that require a high
degree of machinability, wear and corrosion resistance, and electrical
conductivity. IPD also manufactures brass and aluminum forgings which are
used in a wide variety of end products, including automotive components, brass
fittings, industrial machinery, valve bodies, gear blanks, and computer
hardware. The Company also serves the automotive, military ordnance,
aerospace, and general manufacturing industries with cold-formed aluminum and
copper impact extrusions. Typical applications for impacts are high strength
ordnance, high-conductivity electrical components, builders' hardware,
hydraulic systems, automotive parts, and other uses where toughness must be
combined with varying complexities of design and finish. Other products
include valves and custom OEM products for refrigeration and air-conditioning
applications, and shaped and formed tube, produced to tight tolerances, for
baseboard heating, appliances, and medical instruments. The total amount of
order backlog for IPD as of December 28, 2002 was not significant.
On August 21, 2002, the Company acquired 100 percent of the outstanding
stock of Overstreet-Hughes, Co., Inc. Overstreet-Hughes, located in Carthage,
Tennessee, manufactures precision tubular components and assemblies primarily
for the OEM air-conditioning market.
During 2000, the Company completed two acquisitions: (i) Micro Gauge,
Inc. and a related business, Microgauge Machining, Inc., a specialized
machining operation, and (ii) Propipe Technologies, Inc., a fabricator of gas
train manifold systems.
In 1998, the Company acquired Lincoln Brass Works, Inc. ("Lincoln"),
which operates manufacturing facilities in Jacksboro, Tennessee and
Waynesboro, Tennessee. Lincoln produces custom control valve assemblies,
custom metal assemblies, gas delivery systems, and tubular products primarily
for the gas appliance market. Lincoln is a large consumer of the Company's
brass rod and forgings.
IPD primarily sells directly to OEM customers. Competitors, primarily in
the brass rod market, include Cerro Metal Products Company, Inc., Chase
Industries, Inc., a subsidiary of Olin Corporation, Extruded Metals Inc., and
others both domestic and foreign. Outside of North America, IPD sells
products through various channels.
-5-
Labor Relations
At December 28, 2002, the Company employed approximately 3,600 employees
at its ongoing operations, of which approximately 1,400 were represented by
various unions. The union contract at the Company's U.K. operation is renewed
annually. Other contracts expire on various dates through September 2005.
Raw Material and Energy Availability
The major portion of Mueller's base metal requirements (primarily copper)
is normally obtained through short-term supply contracts with competitive
pricing provisions (for cathode) and the open market (for scrap). Other raw
materials used in the production of brass, including brass scrap, zinc, tin,
and lead, are obtained from zinc and lead producers, open-market dealers, and
customers with brass process scrap. Raw materials used in the fabrication of
aluminum and plastic products are purchased in the open market from major
producers.
Adequate supplies of raw material are available to the Company.
Sufficient energy in the form of natural gas, fuel oils, and electricity is
available to operate the Company's production facilities. While temporary
shortages of raw material and fuels may occur occasionally, they have not
materially hampered the Company's operations.
Environmental Matters
Compliance with environmental laws and regulations is a matter of high
priority. Mueller's provision for environmental compliance includes charges
of $1.6 million in 2002, $3.6 million in 2001, and $2.0 million in 2000.
Except as discussed below, the Company does not anticipate that it will need
to make material expenditures for such compliance activities during the
remainder of the 2003 fiscal year, or for the next two fiscal years.
Mining Remedial Recovery Company
Mining Remedial Recovery Company ("MRRC"), a wholly owned subsidiary,
was formed for the purpose of managing the remediation of certain properties
and the appropriate disposition thereof.
Mammoth Mine Site
MRRC owns certain inactive mines in Shasta County, California. MRRC has
continued a program, begun in the late 1980s, of sealing mine portals with
concrete plugs in mine adits which were discharging water. The sealing
program has achieved a reduction in the metal load in discharges from these
adits; however, additional reductions are being required. In response to a
1996 Order issued by the California Regional Water Quality Control Board
("QCB"), MRRC completed a feasibility study in 1997 describing measures
designed to mitigate the effects of acid rock drainage. In December 1998, the
QCB modified the order extending MRRC's time to comply with water quality
standards until December 1, 2003. In September 2002, the QCB adopted a new
order requiring MRRC to adopt Best Management Practices (BMP) to control
discharges of acid mine drainage. The new order extends the time to comply
with water quality standards until September 2007. MRRC has agreed to
implement BMP to reduce or prevent the discharge of acid mine drainage until
-6-
such point as compliance with the order is achieved or, through the Use
Attainability Analysis (UAA) process, succeed in modifying the designated,
beneficial uses of the respective watercourses, allowing for the adoption of
alternative receiving water limits. MRRC estimates it will spend between $0.5
and $1.0 million annually over the next several years to comply with the
order.
U.S.S. Lead
In 1991, U.S.S. Lead Refinery, Inc. ("Lead Refinery") responded to an
information request from the EPA under Superfund for information on whether
Lead Refinery arranged for the disposal of hazardous substances in the
vicinity of the Grand Calumet River/Indiana Harbor Ship Canal. By letter
dated February 4, 1997, the Indiana Department of Environmental Management
("IDEM") notified Lead Refinery that a preassessment screening of the Grand
Calumet River and the Indiana Harbor Canal conducted pursuant to Superfund had
identified releases of hazardous substances from Lead Refinery and other
potentially responsible parties ("PRPs") that had adversely impacted natural
resources. Based on its prescreening work, IDEM performed sampling in this
area and initiated an assessment plan, which will determine the nature and
extent of any required remediation and any resulting assessments against any
of the PRPs.
In 1991, Lead Refinery also responded to an information request under
Superfund regarding the site in East Chicago, Indiana. In 1992, the EPA
advised Lead Refinery of its intent to list the property as a Superfund site;
however, as of March 23, 2001, the EPA had deferred such listing. In 1993,
Lead Refinery entered into a Consent Order with the EPA pursuant to Section
3008(h) of the Resource Conservation and Recovery Act ("RCRA"). The Consent
Order covers remediation activities at the East Chicago, Indiana site and
provides for Lead Refinery to complete certain on-site interim remedial
activities and studies that extend off-site. In November 1996, the EPA
approved, with modifications, the Interim Stabilization Measures Workplan and
designated a Corrective Action Management Unit ("CAMU") at the Lead Refinery
site. Site activities, which began in December 1996, were substantially
concluded in the fourth quarter of 2002. Costs for remaining cleanup efforts
are estimated to be between $0.5 and $1.0 million. In the process of
remediating the site, Lead Refinery identified petroleum contamination on
site. As a result, Lead Refinery installed a slurry wall around the CAMU and
initiated characterization of areas suspected to have petroleum contamination.
Lead Refinery has addressed this contamination pursuant to plans approved by
the EPA. Additionally, Lead Refinery has conducted initial investigations to
determine if other contamination exists that is not addressed by the Consent
Order. Lead Refinery, without additional assistance from MRRC, lacks the
financial resources needed to complete any additional remediation determined
to be required and intends to seek financial assistance from other PRPs to
permit Lead Refinery to conduct a private-party cleanup under RCRA, to the
extent available under applicable law and regulations.
Lead Refinery has been informed by the former owner and operator of a
Superfund site located in Pedricktown, New Jersey that it intends to seek
CERCLA response costs for alleged shipments of hazardous substances to the
site. Lead Refinery has executed an agreement regarding that site, which
indefinitely extends the statute of limitations. By letter dated January 26,
-7-
1996, Lead Refinery and other PRPs received from the EPA a proposed
Administrative Order on Consent to perform the remedial design for operable
Unit 1 of the Pedricktown Superfund Site. Lead Refinery determined not to
execute the Administrative Order on Consent. Several other PRPs, however,
executed the agreement and are conducting the remedial design.
Other
In 1998 and 1997, in connection with acquisitions, the Company
established environmental reserves to fund the cost of remediation at sites
currently or formerly owned by various acquired entities. The Company,
through its acquired subsidiaries, is engaged in ongoing remediation and site
characterization studies.
Mueller Copper Tube Products, Inc.
In 1999, Mueller Copper Tube Products, Inc. ("MCTP") commenced a
cleanup and remediation of soil and groundwater at its Wynne, Arkansas plant.
MCTP is currently removing trichloroethene, a cleaning solvent formerly used
by MCTP, from the soil and groundwater. On August 30, 2000, MCTP received
approval of its Final Comprehensive Investigation report and Storm Water
Drainage Investigation Report addressing the treatment of soils and
groundwater, from the Arkansas Department of Environmental Quality. The
Company established a reserve for this project in connection with the
acquisition of MCTP.
Other Business Factors
The Registrant's business is not materially dependent on patents,
trademarks, licenses, franchises, or concessions held. In addition,
expenditures for company-sponsored research and development activities were
not material during 2002, 2001, or 2000. No material portion of the
Registrant's business involves governmental contracts.
SEC Filings
We make available through our Internet Web site our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the Securities and
Exchange Commission. To retrieve any of this information, you may access our
Internet home page at www.muellerindustries.com, select Mueller Financials,
and then select SEC Filings.
-8-
ITEM 2. PROPERTIES
Information pertaining to the Registrant's major operating facilities is
included below. Except as noted, the Registrant owns all of its principal
properties. The Registrant's plants are in satisfactory condition and are
suitable for the purpose for which they were designed and are now being used.
Approximate
Location Property Size Description
Fulton, MS 418,000 sq. ft. Copper tube mill. Facility includes
52.37 acres casting, extruding, and finishing
equipment to produce copper tubing,
including tube feed stock for the
Company's copper fittings plants
and Precision Tube factory.
Fulton, MS 103,000 sq. ft. Casting facility. Facility includes
11.9 acres casting equipment to produce copper
billets used in the adjoining copper
tube mill.
Wynne, AR 682,000 sq. ft.(1) Copper tube mill. Facility includes
39.2 acres extrusion and finishing equipment to
produce copper tubing and copper tube
line sets.
Fulton, MS 58,500 sq. ft. Packaging and bar coding facility for
15.53 acres retail channel sales.
Fulton, MS 70,000 sq. ft.(2) Copper fittings plant. High-volume
7.68 acres facility that produces copper fittings
using tube feed stock from the
Company's adjacent copper tube mill.
Covington, TN 159,500 sq. ft. Copper fittings plant. Facility
40.88 acres produces copper fittings using tube
feed stock from the Company's copper
tube mills.
Port Huron, MI 40,000 sq. ft. Formed tube plant. Produces copper
5.11 acres fittings using cold heading equipment.
Kalamazoo, MI 205,000 sq. ft. Plastic fittings plant. Produces DWV
18 acres fittings using injection molding
equipment.
Cerritos, CA 115,000 sq. ft. Plastic fittings plant. Produces DWV
5.1 acres fittings using injection molding
equipment.
Upper 82,000 sq. ft. Plastic fittings plant. Produces DWV
Sandusky, OH 7.52 acres fittings using injection molding
equipment.
-9-
ITEM 2. PROPERTIES (continued)
Approximate
Location Property Size Description
Fort Pierce, FL 69,875 sq. ft. Plastic fittings plant. Produces
5.60 acres pressure plastic fittings using injection
molding equipment.
Bilston, 402,500 sq. ft. Copper tube mill. Facility includes
England 14.95 acres casting, extruding, and finishing
United Kingdom equipment to produce copper tubing.
Port Huron, MI 322,500 sq. ft. Brass rod mill. Facility includes
71.5 acres casting, extruding, and finishing
equipment to produce brass rods and
bars, in various shapes and sizes.
Port Huron, MI 127,500 sq. ft. Forgings plant. Produces brass and
aluminum forgings.
Marysville, MI 81,500 sq. ft. Aluminum and copper impacts plant.
6.72 acres Produces made-to-order parts using cold
impact processes.
Hartsville, TN 78,000 sq. ft. Refrigeration products plant.
4.51 acres Produces products used in
refrigeration applications such as
ball valves, line valves, and
compressor valves.
Carthage, TN 67,520 sq. ft. Fabrication facility. Produces precision
10.98 acres tubular components and assemblies.
Jacksboro, TN 65,066 sq. ft. Bending and fabricating facility.
11.78 acres Produces gas burners, supply tubes,
and manifolds for the gas appliance
industry.
Waynesboro, TN 57,000 sq. ft.(3) Gas valve plant. Facility produces
5.0 acres brass valves and assemblies for the
gas appliance industry.
North Wales, PA 174,000 sq. ft. Precision Tube factory. Facility
18.9 acres fabricates copper tubing, copper
alloy tubing, aluminum tubing, and
fabricated tubular products.
Brighton, MI 65,000 sq. ft.(4) Machining operation. Facility
machines component parts for supply
to automotive industry.
Middletown, OH 55,000 sq. ft. Fabricating facility. Produces burner
2.0 acres systems and manifolds for the gas
appliance industry.
-10-
In addition, the Company owns and/or leases other properties used as
distribution centers and corporate offices.
(1) Facility is located on land leased from a local municipality, with an
option to purchase at nominal cost.
(2) Facility is leased under a long-term lease agreement, with an option
to purchase at nominal cost.
(3) Facility is leased from a local municipality for a nominal amount.
(4) Facility is leased under an operating lease.
ITEM 3. LEGAL PROCEEDINGS
Environmental Proceedings
Reference is made to "Environmental Matters" in Item 1 of this Report,
which is incorporated herein by reference, for a description of environmental
proceedings.
Other Matters
The Company is aware of investigations of competition in markets in which
it participates, or has participated in the past, in Europe, Canada, and the
United States. No charges or allegations have been filed against the Company,
which is cooperating with the investigations. The Company does not anticipate
any material adverse effect on its business or financial condition as a result
of the investigations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The information required by Item 5 of this Report is included under the
caption "Capital Stock Information" in the Registrant's Annual Report to
Stockholders for the year ended December 28, 2002, which information is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data are included under the caption "Selected
Financial Data" in the Registrant's Annual Report to Stockholders for the
year ended December 28, 2002, which selected financial data are incorporated
herein by reference.
-11-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations is contained under the caption "Financial Review" in the
Registrant's Annual Report to Stockholders for the year ended December 28,
2002, which is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk are contained
in the caption "Financial Review" in the Registrant's Annual Report to
Stockholders for the year ended December 28, 2002, which is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedule of
this Annual Report on Form 10-K which is included on page 19.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is contained under the caption
"Ownership of Common Stock by Directors and Executive Officers and
Information about Director Nominees" in the Company's Proxy Statement for its
2003 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission on or about March 24, 2003 which is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is contained under the caption
"Executive Compensation" in the Company's Proxy Statement for its 2003
Annual Meeting of Stockholders to be filed with the Securities and Exchange
Commission on or about March 24, 2003 which is incorporated herein by
reference.
-12-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table discloses information regarding the securities to be
issued and the securities remaining available for issuance under the
Registrant's stock-based incentive plans as of December 28, 2002 (shares in
thousands):
(c) Number of securities
remaining available for future
(a) Number of securities (b) Weighted average issuance under equity
to be issued upon exercise exercise price of compensation plans (excluding
of outstanding options, outstanding options securities reflected in column
Plan category warrants, and rights warrants, and rights (a))
Equity compensation plans
approved by security
holders 1,026 $ 23.51 814
Equity compensation
plans not approved by
security holders 2,895 5.29 -
-------------- --------------
Total 3,921 10.06 814
============== ==============
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Pursuant to Option Agreements, dated December 4, 1991 and March 3, 1992,
Mr. Karp was granted options (the "Karp Inducement Option") to acquire 3.6
million shares of Common Stock at an exercise price of $2.0625 per share (as
adjusted for subsequent stock splits) of which 2.4 million shares remain
unexercised. The Karp Inducement Option is exercisable until one year after
termination of Mr. Karp's employment with the Company under Mr. Karp's
employment agreement with the Company (the "Karp Employment Agreement"),
unless Mr. Karp's employment is terminated for Cause (as defined in the Karp
Employment Agreement), in which case the Karp Inducement Option shall only
remain exercisable for a period of 30 days following Mr. Karp's receipt of
written notice from the Company specifying the basis for Cause. Rule 312.00
of the New York Stock Exchange, Inc. (the "NYSE"), on which the Common Stock
is listed, requires stockholder approval as a prerequisite to listing
securities when a stock option plan is to be established or other arrangements
made pursuant to which stock may be acquired by officers or directors.
Stockholders approval is not required where shares are issued to a person not
previously employed by a company as an inducement essential to his entering
into an employment contract with such company. Pursuant to Rule 312.00 of the
NYSE, stockholders were not asked to approve the issuance of shares of Common
Stock upon exercise of Karp Inducement Option.
On October 9, 1999 Mr. O'Hagan was granted an option to acquire 100
thousand shares of Common Stock at an exercise price of $15.9375 per share, on
February 13, 2000 Mr. O'Hagan was granted an option to acquire 100 thousand
shares of Common Stock at an exercise price of $31.75 per share and on
February 10, 2003 Mr. O'Hagan was granted an option to acquire 100 thousand
share of Common Stock at an exercise price of $25.10 per share (collectively,
the "O'Hagan Treasury Options"). Each of the O'Hagan Treasury Options vests
ratably over a five-year term, except that if there is a Change in Control (as
defined in the O'Hagan Employment Agreement), all of the O'Hagan Treasury
Options will become immediately exercisable on the later to occur of (i) the
day Mr. O'Hagan notifies the Company he is terminating his employment with the
Company as a result of said change, and (ii) ten days prior to the date Mr.
O'Hagan's employment with the Company is terminated by the Company. In
addition, all outstanding unvested O'Hagan Treasury Options will immediately
vest and become exercisable if Mr. O'Hagan's employment is terminated by the
Company without Cause (as defined in the O'Hagan Employment Agreement) or by
Mr. O'Hagan for Good Reason (as defined in the O'Hagan Employment Agreement).
The O'Hagan Treasury Options may only be exercised for shares of Common Stock
held in treasury by the Company. Rule 312.00 of the NYSE does not require
stockholder approval where stock may be acquired by officers or directors
exclusively from treasury shares and therefore the stockholders were not asked
to approve the issuance of shares of Common Stock upon the exercise of the
O'Hagan Treasury Options.
Other information required by Item 12 is contained under the captions
"Principal Stockholders" and "Ownership of Common Stock by Directors and
Executive Officers and Information about Director Nominees" in the Company's
Proxy Statement for its 2003 Annual Meeting of Stockholders to be filed with
the Securities and Exchange Commission on or about March 24, 2003 which is
incorporated herein by reference.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the
participation of the Company's management, including the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
within 90 days before the filing date of this annual report. Based on that
evaluation, the Company's management, including the CEO and CFO, concluded
that the Company's disclosure controls and procedures were effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
SEC filings. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to their evaluation.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements: the financial statements, notes, and report of
independent auditors described in Item 8 of this report, which are
incorporated by reference.
2. Financial Statement Schedule: the financial statement schedule
described in Item 8 of this report which is indexed on page 23.
3. Exhibits:
2.1 Amended and Restated Agreement and Plan of Merger among the
Registrant, Mueller Acquisition Corp. and Halstead Industries,
Inc., dated as of October 30, 1998 (Incorporated herein by
reference to Exhibit 2.1 of the Registrant's Quarterly Report on
Form 10-Q, dated November 6, 1998, for the quarter ended September
26, 1998).
2.2 Form of Stock Purchase Agreement with William B. Halstead
(Incorporated herein by reference to Exhibit 2.2 of the
Registrant's Quarterly Report on Form 10-Q, dated November 6,
1998, for the quarter ended September 26, 1998).
2.3 Form of Stock Purchase Agreement with remaining Halstead
stockholders (Incorporated herein by reference to Exhibit 2.3 of
the Registrant's Quarterly Report on Form 10-Q, dated November 6,
1998, for the quarter ended September 26, 1998).
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3.1 Certificate of Incorporation of the Registrant and all
amendments thereto (Incorporated herein by reference to Exhibit
3.1 of the Registrant's Annual Report on Form 10-K, dated March
23, 1999, for the fiscal year ended December 26, 1998).
3.2 By-laws of the Registrant, as amended and restated, effective
November 10, 1994.
4.1 Rights Agreement, dated as of November 10, 1994, between the
Registrant and Continental Stock Transfer and Trust Company, as
Rights Agent, which includes the Form of Certificate of
Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant, as Exhibit A, the
Form of Rights Certificate, as Exhibit B, and the Summary of
Rights to Purchase Preferred Stock, as Exhibit C.
10.1 Credit Agreement among the Registrant (as Borrower) and
Michigan National Bank and other banking institutions and Michigan
National Bank (as Agent) dated as of November 29, 2000
(Incorporated herein by reference to Exhibit 10.1 of the
Registrant's Annual Report on Form 10-K, dated March 26, 2001, for
the fiscal year ended December 30, 2000).
10.2 Certain instruments with respect to long-term debt of the
Registrant have not been filed as Exhibits to this Report since
the total amount of securities authorized under any such
instruments does not exceed 10 percent of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The
Registrant agrees to furnish a copy of each such instrument upon
request of the Securities and Exchange Commission.
10.3 Employment Agreement, effective October 1, 1991, by and between
the Registrant and Harvey L. Karp.
10.4 Stock Option Agreement, dated December 4, 1991, by and between
the Registrant and Harvey L. Karp.
10.5 Stock Option Agreement, dated March 3, 1992, by and between the
Registrant and Harvey L. Karp.
10.6 Mueller Industries, Inc. 1991 Incentive Stock Option Plan.
10.7 Summary description of the Registrant's 2003 bonus plan for
certain key employees.
10.8 Amended and Restated Employment Agreement, effective as of
September 17, 1997, by and between the Registrant and Harvey L.
Karp.
10.9 Amended and Restated Employment Agreement, effective as of
September 17, 1997, by and between the Registrant and William D.
O'Hagan.
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10.10 Amendment to Amended and Restated Employment Agreement, effective
May 12, 2000, by and between the Registrant and William D. O'Hagan
(Incorporated herein by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q, dated July 24, 2000,
for the quarter ended June 24, 2000).
10.11 Mueller Industries, Inc. 1994 Stock Option Plan.
10.12 Mueller Industries, Inc. 1994 Non-Employee Director Stock Option
Plan.
10.13 Mueller Industries, Inc. Deferred Compensation Plan, effective
December 1, 2000 (Incorporated herein by reference to Exhibit
10.13 of the Registrant's Annual Report on Form 10-K, dated March
26, 2001, for the fiscal year ended December 30, 2000).
10.14 Mueller Industries, Inc. 1998 Stock Option Plan.
10.15 Stock Option Agreement, dated May 7, 1997, by and between the
Registrant and William D. O'Hagan (Incorporated herein by
reference to Exhibit 10.19 of the Registrant's Annual Report on
Form 10-K, dated March 23, 1999, for the fiscal year ended
December 26, 1998).
10.16 Stock Option Agreement, dated October 9, 1998, by and between the
Registrant and William D. O'Hagan (Incorporated herein by
reference to Exhibit 10.20 of the Registrant's Annual Report on
Form 10-K, dated March 23, 1999, for the fiscal year ended
December 26, 1998).
10.17 Stock Option Agreement, dated February 13, 2002, by and
between the Registrant and William D. O'Hagan.
10.18 Employment Agreement, effective October 17, 2002, by and
between the Registrant and Kent A. McKee.
13.0 Mueller Industries, Inc.'s Annual Report to Stockholders for
the year ended December 28, 2002. Such report, except to the
extent incorporated herein by reference, is being furnished for
the information of the Securities and Exchange Commission only and
is not to be deemed filed as a part of this Annual Report on Form
10-K.
21.0 Subsidiaries of the Registrant.
23.0 Consent of Independent Auditor (Includes report on Financial
Statement Schedule).
99.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) During the three months ended December 28, 2002, no Current Reports
on Form 8-K were filed.
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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 March 24, 2003.
MUELLER INDUSTRIES, INC.
/S/ HARVEY L. KARP
Harvey L. Karp, Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
/S/ HARVEY L. KARP Chairman of the Board, and Director March 24, 2003
Harvey L. Karp
/S/ GENNARO J. FULVIO Director March 24, 2003
Gennaro J. Fulvio
/S/ GARY S. GLADSTEIN Director March 24, 2003
Gary S. Gladstein
/S/ TERRY HERMANSON Director March 24, 2003
Terry Hermanson
/S/ ROBERT B. HODES Director March 24, 2003
Robert B. Hodes
/S/ WILLIAM D. O'HAGAN President, Chief Executive Officer, March 24, 2003
William D. O'Hagan Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the date indicated.
Signature and Title Date
/S/ KENT A. MCKEE March 24, 2003
Kent A. McKee
Vice President and
Chief Financial Officer
(Principal Accounting Officer)
/S/ RICHARD W. CORMAN March 24, 2003
Richard W. Corman
Corporate Controller
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CERTIFICATIONS
I, William D. O'Hagan, certify that:
1. I have reviewed this annual report on Form 10-K of Mueller Industries, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
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6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/William D. O'Hagan
William D. O'Hagan
President,
Chief Executive Officer
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CERTIFICATIONS
I, Kent A. McKee, certify that:
1. I have reviewed this annual report on Form 10-K of Mueller Industries, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
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6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/Kent A. McKee
Kent A. McKee
Vice President and
Chief Financial Officer
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INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of
Ernst & Young LLP dated January 31, 2003, appearing on pages 25 through and
including 58, of the Company's 2002 Annual Report to Stockholders are
incorporated by reference in this Annual Report on Form 10-K. With the
exception of the aforementioned information, no other information appearing in
the 2002 Annual Report to Stockholders is deemed to be filed as part of this
Annual Report on Form 10-K under Item 8. The following Consolidated Financial
Statement Schedule should be read in conjunction with the consolidated
financial statements in such 2002 Annual Report to Stockholders. Consolidated
Financial Statement Schedules not included with this Annual Report on Form 10-K
have been omitted because they are not applicable or the required information
is shown in the consolidated financial statements or notes thereto.
FINANCIAL STATEMENT SCHEDULE
Page
Schedule for the fiscal years ended December 28, 2002,
December 29, 2001, and December 30, 2000.
Valuation and Qualifying Accounts (Schedule II) 24
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MUELLER INDUSTRIES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 28, 2002, December 29, 2001, and December 30, 2000
(In thousands)
Additions
-------------------------------
Balance at Charged to Balance
beginning costs and Other at end
of year expenses additions Deductions of year
------------ ------------ ----------- ----------- -----------
2002
Allowance for doubtful accounts $ 6,573 $ 374 $ - $ 504 $ 6,443
Environmental reserves $ 9,203 $ 1,739 $ 543 $ 2,375 $ 9,110
Severance and related $ 14 $ - $ - $ 1 $ 13
Other reserves (4) $ 3,306 $ - $ 200 $ 1,785 $ 1,721
Valuation allowance for deferred
tax assets $ 58,535 $ 136 $ - $ 25,641 $ 33,030
2001
Allowance for doubtful accounts $ 5,612 $ 1,704 $ - $ 743 $ 6,573
Environmental reserves $ 9,862 $ 3,600 $ 311 (1) $ 4,570 $ 9,203
Severance and related $ 2,187 $ 707 $ - $ 2,880 $ 14
Other reserves (4) $ 11,332 $ - $ - $ 8,026 $ 3,306
Valuation allowance for deferred
tax assets $ 34,286 $ 678 $ 24,530 (2) $ 959 $ 58,535
2000
Allowance for doubtful accounts $ 5,367 $ 663 $ 131 (3) $ 549 $ 5,612
Environmental reserves $ 12,965 $ 2,049 $ 75 (3) $ 5,227 $ 9,862
Severance and related $ 1,558 $ 2,100 $ - $ 1,471 $ 2,187
Other reserves (4) $ 10,034 $ - $ 2,248 (3) $ 950 $ 11,332
Valuation allowance for deferred
tax assets $ 51,312 $ - $ 1,013 (2) $ 18,039 $ 34,286
(1) Balance reclassified from other liabilities.
(2) Other additions to the valuation allowance for deferred tax assets relate to capital loss
carryforwards, foreign net operating loss carryforwards, and foreign audit and withholding allowances.
(3) Resulted from acquisitions.
(4) Other reserves are included in the balance sheet captions "Other
current liabilities" and "Other noncurrent liabilities".
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EXHIBIT INDEX
Exhibits Description Page
3.2 By-laws of the Registrant, as amended and restated,
effective November 10, 1994.
4.1 Rights Agreement, dated as of November 10, 1994,
between the Registrant and Continental Stock Transfer
and Trust Company, as Rights Agent, which includes the
Form of Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred
Stock of the Registrant, as Exhibit A, the Form of
Rights Certificate, as Exhibit B, and the Summary of
Rights to Purchase Preferred Stock, as Exhibit C.
10.3 Employment Agreement, effective October 1, 1991, by
and between the Registrant and Harvey L. Karp.
10.4 Stock Option Agreement, dated December 4, 1991, by and
between the Registrant and Harvey L. Karp.
10.5 Stock Option Agreement, dated March 3, 1992, by and
between the Registrant and Harvey L. Karp.
10.6 Mueller Industries, Inc. 1991 Incentive Stock Option
Plan.
10.7 Summary description of the Registrant's 2003 bonus
plan for certain key employees.
10.8 Amended and Restated Employment Agreement, effective
as of September 17, 1997, by and between the
Registrant and Harvey L. Karp.
10.9 Amended and Restated Employment Agreement, effective
as of September 17, 1997, by and between the
Registrant and William D. O'Hagan.
10.11 Mueller Industries, Inc. 1994 Stock Option Plan.
10.12 Mueller Industries, Inc. 1994 Non-Employee Director
Stock Option Plan.
10.14 Mueller Industries, Inc. 1998 Stock Option Plan.
10.17 Stock Option Agreement, dated February 13, 2002 by and
between Mueller Industries, Inc. and William D.
O'Hagan.
10.18 Employment Agreement, effective October 17, 2002 by
and between Mueller Industries, Inc. and Kent A.
McKee.
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EXHIBIT INDEX
Exhibits Description Page
13.0 Mueller Industries, Inc.'s Annual Report to
Stockholders for the year ended December 28, 2002.
Such report, except to the extent incorporated herein
by reference, is being furnished for the information
of the Securities and Exchange Commission only and is
not to be deemed filed as a part of this Annual Report
on Form 10-K.
21.0 Subsidiaries of the Registrant.
23.0 Consent of Independent Auditors (Includes report on
Financial Statement Schedule).
99.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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