Back to GetFilings.com
1
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 30, 1995 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.)
2959 N. ROCK ROAD
WICHITA, KANSAS 67226-1191
(Address of principal executive offices)
Registrant's telephone number, including area code: (316) 636-6300
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.[___].
The number of shares of the Registrant's common stock outstanding as of March
7, 1996 was 17,372,298, excluding 2,627,702 treasury shares. The aggregate
market value of the 16,899,414 shares of common stock held by non affiliates
of the Registrant was $534,443,968 at March 7, 1996 (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 Shareholders for the year ended
December 30, 1995 (Part I and II); Registrant's Definitive Proxy Statement for
the 1996 Annual Meeting of Stockholders, scheduled to be mailed on or about
March 18, 1996 (Part III).
2
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...............................................10
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 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........................................12
Item 13. Certain Relationships and Related Transactions...........12
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K...........................................13
Signatures..............................................................15
3
PART I
ITEM 1. BUSINESS
Introduction
The Company is a leading fabricator of copper, brass, plastic and
aluminum products. The range of these products is broad: copper tube and
fittings; brass and copper alloy rods, bars and shapes; aluminum and brass
forgings; aluminum and copper impact extrusions; plastic fittings and valves;
and refrigeration valves, driers and flare fittings. These operations (the
"Manufacturing Segment") accounted for approximately 95% of the Company's
total net sales and 88% of total identifiable assets on a consolidated basis
in 1995. The Company markets its products to the heating and air
conditioning, refrigeration, plumbing, hardware and other industries. Mueller
Brass Co. ("MBCo") and its subsidiaries operate twelve factories in five
states and Canada and have distribution facilities nationwide and sales
representation worldwide.
The Company's natural resource operations are conducted through its
wholly-owned subsidiary Arava Natural Resources Company, Inc. ("Arava") and
the Company's 85% owned subsidiary Alaska Gold Company ("Alaska Gold").
Natural resource operations consist principally of the operation of a short
line railroad in Utah and a placer gold mining operating in Alaska.
Information concerning net sales, operating income, and identifiable
assets of each segment appears under "Note 12 - Industry Segments" on page 21
in the Notes to Consolidated Financial Statements in Mueller's Annual Report
to Stockholders for the year ended December 30, 1995. Such information is
incorporated herein by reference.
MANUFACTURING SEGMENT
Products and Manufacturing Operations
Mueller's standard products include 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.
Other standard products include 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 ("DWV") systems. Additionally,
valves, wrot copper and brass fittings, filter driers and other related
assemblies are manufactured for commercial air conditioning and refrigeration
applications such as vending machines, ice machines, walk-in coolers, and
numerous refrigeration applications. The refrigeration product line also
includes products for the refrigeration and air conditioning installation and
service markets. 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.
4
Mueller's industrial products include brass rod, nonferrous forgings and
impact extrusions that are sold primarily to Original Equipment Manufacturers
("OEM") 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. Mueller brass and aluminum forgings
are used in a wide variety of end products, including automotive components,
brass fittings, industrial machinery, valve bodies, gear blanks, computer
hardware, and fire fighting equipment. 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.
The Company's manufacturing facilities have operated at high levels
during 1995, 1994, and 1993.
Marketing and Distribution
Mueller's standard products are marketed primarily through its own sales
and distribution organization, which maintains sales offices and distribution
centers throughout the United States and in Canada. Additionally, these
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.
Industrial Products are sold, primarily, direct to OEM customers.
Outside of North America, the Company sells its products through various
channels including exclusive distributors, agents and direct sales channels in
over 65 countries, primarily in Europe, the Far East and the Middle East.
Competition
The businesses in which Mueller is engaged are highly competitive. The
principal methods of competition for Mueller's products are customer service
and quality. No material portion of Mueller's business is dependent upon a
single customer or a small group of related customers. The total amount of
order backlog for Mueller's products on December 30, 1995 and December 31,
1994 was not significant.
The Company competes with various companies depending on the product
line. In copper tubing, there are more than five domestic competitors
including Cerro Copper Products Co., Inc., Halstead Industries, Inc., Reading
Tube Corporation, and Wolverine Tube, Inc. as well as many actual and
potential foreign competitors. Additionally, it competes 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. The plastic fittings
competitors include more than a dozen companies. The brass rod competitors
include Cerro Metal Products Company, Inc., Chase Brass Industries, Inc.,
Extruded Metals Inc., and others. As illustrated above, no one competitor
offers the range of products as does the Company. Management believes that
the Company's ability to offer such a wide ranging product line is a
competitive advantage in some markets.
5
Raw Materials and Supplies
The major portion of Mueller's base metal requirements (primarily copper)
are normally obtained through short-term supply contracts with competitive
pricing provisions. 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.
NATURAL RESOURCES SEGMENT
Mueller, through its subsidiaries Arava and Alaska Gold, is engaged in
the operation of a short line railroad in Utah and placer gold mining in
Alaska. It also owns interests in other natural resource properties.
Short Line Railroad
Utah Railway Company ("Utah Railway"), a wholly-owned subsidiary of
Arava, operates over approximately 100 miles of railroad track in Utah. Utah
Railway serves four major customers pursuant to long-term contracts which
account for more than 75% of tonnage hauled. The Utah Railway transports more
than five million tons of coal per year to an interchange point at Provo,
Utah, although annual tonnage may vary significantly due to fluctuations in
the demand for export coal. The coal is then transported by connecting
railroads to various customers including electric utilities, cement plants,
west coast export facilities and others at destinations throughout the West.
In January, 1996, the Utah Railway entered into an agreement with Union
Pacific Railroad (UP) whereby UP was granted rights to operate over a portion
of Utah Railway track. In exchange, UP granted limited rights to Utah Railway
for operations over Southern Pacific (SP) tracks to Grand Junction, Colorado
and access to additional coal customers. The agreement is contingent on the
regulatory approval of the UP/SP merger.
Gold Mining
Alaska Gold mines placer gold in Nome, Alaska. Alaska Gold produced
18,731 net ounces of gold in 1995, 14,173 net ounces of gold in 1994, 22,440
net ounces of gold in 1993, 17,965 net ounces of gold in 1992, and 19,016 net
ounces of gold in 1991, at a net production cost of $307 per ounce in 1995,
$376 per ounce in 1994, $280 per ounce in 1993, $306 per ounce in 1992, and
$407 per ounce in 1991. Based on the results of past exploratory drilling,
Alaska Gold believes there may be various areas available on its properties to
sustain open pit mining for ten years.
Properties consist of approximately 14,500 acres in and adjacent to Nome.
In addition, Alaska Gold owns or has patented claims on approximately 10,400
acres in the Fairbanks, Alaska area, and approximately 3,000 acres in the
Hogatza, Alaska area.
On March 14, 1996, the Company acquired the minority shareholders'
fifteen percent interest in Alaska Gold, thereby making Alaska Gold a wholly-
owned subsidiary.
6
Coal Properties
In 1994, United States Fuel Company ("U.S. Fuel"), a wholly-owned
subsidiary of Arava, entered into an agreement to sell the majority of its
assets. The sale has not yet been consummated, but U.S. Fuel has granted
extensions of the closing date to give the potential purchaser additional time
to finalize financing. If this sale is not completed, U.S. Fuel may offer the
property to other potential buyers or consider other alternatives, while
resuming full scale remediation. Prior to March 1993, U.S. Fuel mined steam
coal by the deep-mine process at its coal properties located in Carbon and
Emery Counties, Utah.
U.S. Fuel's coal properties include approximately 12,700 acres of which
approximately 10,000 acres are owned and 2,700 acres are leased. Following
the proposed sale, U.S. Fuel will own approximately 1,100 acres.
Other Natural Resources Properties
The Company also has interests in various mineral properties located in
nine states and Canada. None of these mineral properties are significant to
the Company's business, and may be sold, developed, or leased.
Canco Oil & Gas Ltd. ("Canco"), a wholly-owned Canadian subsidiary, owns
petroleum and natural gas rights to approximately 30,000 net acres in
Saskatchewan, Canada. The Company is considering various options including
selling or leasing its rights to exploit the development potential of these
properties.
In 1992, Ruby Hill Mining Company ("Ruby Hill") entered into a four-year
Exploration Agreement with Purchase Option (the "Exploration Agreement") with
Homestake Mining Company of California ("Homestake") for its property near
Eureka, Nevada. Homestake has a substantial exploration and drilling program
underway on the property. In 1994, Homestake exercised its option to purchase
the property; the total purchase price is $4 million payable over up to a six-
year period depending on timing of production decisions and commencement of
production. If Homestake produces a total of 500,000 ounces of gold or "gold
equivalents" of other metals from this property, Ruby Hill is thereafter
entitled to a three percent net smelter return royalty, after deduction for
certain taxes and transportation. In early 1996, Homestake confirmed its
decision to proceed with production. Arava owns 81% of the stock of Richmond-
Eureka Mining Company, which owns 75% of the stock of Ruby Hill.
LABOR RELATIONS
The Company employs approximately 2,275 employees of which approximately
925 are represented by various unions. A majority of the unionized employees
are under contracts which expire in 1999.
RAW MATERIAL AND ENERGY AVAILABILITY
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.
7
ENVIRONMENTAL MATTERS
The Company is subject to various laws and regulations relating to
environmental quality. Compliance with these laws and regulations is a matter
of high priority.
Mueller's provision for environmental compliance includes charges of $1.4
million in 1995, $2.9 million in 1994, and $1.1 million in 1993. 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 1996 fiscal year, or for the next two fiscal years.
Mining Remedial Recovery Company ("MRRC"), a wholly-owned subsidiary of
Arava, was formed for the purpose of managing the remediation of certain
properties and the appropriate disposition thereof.
1. Cleveland Mill Site
In 1993, the EPA issued special notice letters to all known potentially
responsible parties ("PRPs") regarding the Cleveland Mill Superfund Site in
Grant County, New Mexico. In response, MRRC, Bayard Mining Corp. ("Bayard"),
a wholly-owned subsidiary of Arava, and a third party filed a good faith offer
to implement the remedy set forth in the EPA's Record of Decision ("ROD").
Total future costs for remediating the site were estimated by the EPA in the
ROD at approximately $6.2 million. MRRC and Bayard, along with said third
party, have entered into a consent decree relating to the site and have
agreed to an allocation formula requiring Bayard and MRRC to pay 29.20% of
future costs. The third party has agreed to pay the balance. Bids to
process the Cleveland Mill tailings have been solicited from potential
processors.
2. Hanover and Bullfrog Sites
MRRC owns 80 acres in Grant County, New Mexico called the Hanover site,
which contains about 2.7 million cubic yards of mill tailings. During the
third quarter of 1995, MRRC substantially completed its voluntary plan to
regrade and cap tailings at the Hanover site, with completion expected by
mid-1996. MRRC also owns 148 acres located nearby in Grant County, New
Mexico, called the Bullfrog site. A voluntary plan to regrade and cap the
soil at this site was completed in 1995.
3. Mammoth Mine Site
MRRC owns title to some 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 may be required. In addition, the EPA
and California Bureau of Water Quality have recently commissioned a study
concerning the historic mine waste in the area, some of which is on MRRC
property.
8
In 1994, a citizens suit was brought against MRRC under the authority of
the Clean Water Act by the California Sportfishing Protection Alliance. In
January, 1996, MRRC settled this litigation by paying $200,000 and committing
to spend $200,000 on additional remediation studies. Also in January, Alta
Gold Company ("Alta Gold") filed a lawsuit in the United States District Court
for the Eastern District of California against the Company, Arava and MRRC.
The lawsuit seeks reimbursement of Alta Gold's alleged past costs incurred
controlling acid mine drainage on its property, unspecified damages, punitive
damages, attorneys fees, and declaratory relief. The Company intends to
vigorously defend this action.
4. U.S.S. Lead
In 1991, U.S.S. Lead Refinery, Inc. ("Lead Refinery"), responded to an
information request from 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. In 1991, Lead Refinery
also responded to an information request under Superfund regarding the Lead
Refinery site in East Chicago, Indiana. In 1992, EPA advised Lead Refinery
of its intent to list the property as a Superfund site. Lead Refinery opposed
such listing and, as of March 15, 1996, EPA has 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. Lead Refinery has
submitted certain workplans to implement the remedial activities and is
awaiting approval from EPA to commence the required corrective actions. The
costs for the studies and interim clean up efforts are expected to be
approximately $2.5 million, the majority of which would be required to be
expended in 1996 and 1997. Once these activities are completed, additional
work would likely be needed to investigate and remediate any contamination
not addressed by the Consent Order. Lead Refinery, without additional
assistance from MRRC, lacks the financial resources needed to complete the
additional remediation and intends to seek financial assistance from other
PRPs to permit Lead Refinery to conduct a private-party cleanup under RCRA.
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,
1996, Lead Refinery and other PRPs received from EPA, a proposed
Administrative Order on Consent to perform the remedial design for operable
Unit 1 of the Pedricktown Superfund Site. EPA has requested that by March 26,
1996, Lead Refinery and the other parties execute the Administrative Order on
Consent.
Miscellaneous
In 1992, Mueller received a notice from the State of Indiana notifying
Sharon (the Registrant's predecessor) that it had sixty days to coordinate
with other PRPs and present a "good faith" proposal to the State regarding a
site in Indiana. Sharon is alleged to have contributed less than 1% of the
hazardous wastes at this site. Based upon estimated allocated liability and
response costs, Mueller's liability is estimated at less than $250,000.
9
In 1994, the Company received notice from the EPA that MBCo was a PRP at
the Jack's Creek/Sitkin Smelting Superfund Site in Eastern Pennsylvania. MBCo
is alleged to have contributed less than 1 percent of the hazardous wastes at
this site. Based upon its estimated allocation ranking, its share of the
EPA's estimated cleanup costs would be less than $500,000. The PRP Steering
Committee has submitted technical data and studies supporting a less costly
remedial plan to the EPA. The EPA has not yet selected a final remedy.
In 1986, the EPA notified Sharon that it may be considered a PRP with
respect to allegedly hazardous wastes released from past mining operations
conducted by UV Industries, Inc. ("UV") in Cherokee County, Kansas. The EPA
asserted that under CERCLA, Sharon was potentially responsible for the cost of
investigation, clean-up and remediation of the wastes allegedly deposited
circa 1917 during leasehold operations conducted by UV. Sharon denied
liability under CERCLA. Mueller has never been contacted concerning this
site and does not know the estimated costs of remediation of this site.
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 1995, 1994, or 1993. No material portion of the
Registrant's business involves governmental contracts.
10
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.
Location Property Size Description
Port Huron, MI 260,000 sq. ft. Brass rod mill. Facility includes
23.19 acres casting, extruding, and finishing
equipment to produce brass rods
and bars, in various shapes and
sizes.
Port Huron, MI 46,500 sq. ft. Forgings plant. Produces brass
and aluminum forgings.
Marysville, MI 62,500 sq. ft. Aluminum and Copper Impacts plant.
6.72 acres Produces made to order parts using
cold impact processes.
Port Huron, MI 13,500 sq. ft. Formed tube plant.
5.11 acres Produces copper fittings using
cold heading equipment.
Fulton, MS 405,500 sq. ft. Copper tube mill.
60.70 acres Facility includes casting,
extruding and finishing equipment
to produce copper tubing,
including tube feed stock for the
Company's copper fittings plants.
Fulton, MS 70,500 sq. ft. (1) Copper fittings plant. High-
volume facility that produces
copper fittings using tube feed
stock from the Company's copper
tube mill.
Covington, TN 159,500 sq. ft. Copper fittings plant.
40.88 acres Facility produces copper fittings
using tube feed stock from the
Company's copper tube mill.
Strathroy, Ontario
Canada 54,000 sq. ft. Copper fittings plant.
4.67 acres Facility produces copper fittings
for the Canadian domestic markets
and for export to European
markets.
Upper Sandusky, OH 82,000 sq. ft. Plastic fittings plant.
7.52 acres Produces DWV fittings using
injection molding equipment.
11
Kalamazoo, MI 130,000 sq. ft. Plastic fittings plant. Produces
DWV fittings using injection
molding equipment.
Cerritos, CA 115,000 sq. ft. (2) Plastic fittings plant. Produces
DWV fittings using injection
molding equipment.
Hartsville, TN 78,000 sq. ft. Refrigeration Products plant.
4.51 acres Produces products used in
refrigeration applications such as
ball valves, line valves,
compressor valves, and filter
driers.
In addition, the Company owns and/or leases other properties used as
distribution centers and corporate offices.
(1) Facility is leased under long-term lease agreement, with option to
purchase at nominal cost.
(2) Facility is leased under long-term lease agreement, with option to
purchase for a stipulated purchase price prior to December 31, 1997.
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.
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" on page 23 of the Registrant's Annual
Report to Stockholders for the year ended December 30, 1995, which information
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data are included under the caption "Selected
Financial Data" on page 23 of the Registrant's Annual Report to Stockholders
for the year ended December 30, 1995, which selected financial data is
incorporated herein by reference.
12
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" on pages 8 and
9 of the Registrant's Annual Report to Stockholders for the year ended
December 30, 1995 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Supplemental Financial Information
on pages 13 and 14 of this Annual Report on Form 10-K which is incorporated
herein by reference.
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 Officers and Information about
Director Nominees" in the Company's Proxy Statement for its 1996 Annual
Meeting of Stockholders to be filed with the Securities and Exchange
Commission on or about March 18, 1996 and 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 1996 Annual
Meeting of Stockholders to be filed with the Securities and Exchange
Commission on or about March 18, 1996 and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is contained under the captions
"Principal Stockholders" and "Ownership of Common Stock by Directors and
Officers and Information about Director Nominees" in the Company's Proxy
Statement for its 1996 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission on or about March 18, 1996 and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is contained under the caption
"Certain Relationships and Transactions with Management" in the Company's
Proxy Statement for its 1996 Annual Meeting of Stockholders to be filed with
the Securities and Exchange Commission on or about March 18, 1996 and is
incorporated herein by reference.
13
PART IV
ITEM 14. 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 incorporated herein by
reference.
3. Exhibits:
3.1 Certificate of Incorporation of Mueller Industries, Inc. and
all amendments thereto (Incorporated herein by reference to
Exhibit 3.1 of the Registrant's Current Report on Form 8-K
dated December 28, 1990).
3.2 By-laws of Mueller Industries, Inc., as amended and restated,
effective November 10, 1994. (Incorporated herein by reference
to Exhibit 3 (ii) of the Registrant's Current Report on
Form 8-K, dated November 14, 1994.)
4.1 Common Stock Specimen (Incorporated herein by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K
dated December 28, 1990).
4.2 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.
(Incorporated by reference to Exhibit 99.1 of the Registrant's
Current Report on Form 8-K, dated November 14, 1994.)
4.3 Certain instruments with respect to long-term debt of the
Company have not been filed as Exhibits to the Report since the
total amount of securities authorized under any such instrument
does not exceed 10 percent of the total assets of the Company
and its subsidiaries on a consolidated basis. The Company
agrees to furnish a copy of each such instrument upon request
of the Securities and Exchange Commission.
10.1 Employment Agreement, effective October 1, 1991 by and between
Mueller Industries, Inc. and Harvey L. Karp (Incorporated
herein by reference to Exhibit 10.3 of the Registrant's
Current Report on Form 8-K dated November 22, 1991).
10.2 Stock Option Agreement, dated December 4, 1991 by and between
Mueller Industries, Inc. and Harvey L. Karp (Incorporated
herein by reference to Exhibit 10.4 of the Registrant's
Current Report on Form 8-K dated November 22, 1991).
14
10.3 Mueller Industries, Inc. 1991 Employee Stock Purchase Plan
(Incorporated herein by reference to Exhibit 4(a) of the
Registrant's Registration Statement on Form S-8 dated June 28,
1991).
10.4 Mueller Industries, Inc. 1991 Incentive Stock Option Plan
(Incorporated herein by reference to Exhibit 4(a) of the
Registrant's Registration Statement on Form S-8 dated April 17,
1992).
10.5 Employment Agreement, effective June 3, 1992 by and between
Mueller Industries, Inc. and William D. O'Hagan (Incorporated
herein by reference to Exhibit 10.1 of the Registrant's Current
Report on Form 8-K dated June 3, 1992).
10.6 Summary description of the Registrant's 1996 bonus plan for
certain key employees.
10.7 Amendment to Employment Agreement, effective January 1, 1994,
to Employment Agreement by and between Mueller Industries, Inc.
and Harvey L. Karp. (Incorporated herein by reference to
Exhibit 10.28 of the Registrant's Report on Form 10-K, dated
March 23, 1994, for the fiscal year ended December 25, 1993.)
10.8 Employment Agreement, effective as of January 1, 1994, by and
between Mueller Industries, Inc. and William D. O'Hagan.
(Incorporated herein by reference to Exhibit 10.29 of the
Registrant's Report on Form 10-K, dated March 23, 1994, for the
fiscal year ended December 25, 1993.)
10.9 Amendment to Employment Agreement, effective as of August 10,
1995, by and between Mueller Industries, Inc. and William D.
O'Hagan. (Incorporated herein by reference to Exhibit 10.1 of
the Registrant's Report on Form 10-Q, dated October 20, 1995,
for the quarter ended September 30, 1995.)
10.10 Mueller Industries, Inc. 1994 Stock Option Plan.
(Incorporated herein by reference to Exhibit 10.13 of the
Registrant's Report on Form 10-K, dated March 17, 1995, for the
fiscal year ended December 31, 1994.)
10.11 Mueller Industries, Inc. 1994 Non-Employee Director Stock
Option Plan. (Incorporated herein by reference to Exhibit 10.14
of the Registrant's Report on Form 10-K, dated March 17, 1995,
for the fiscal year ended December 31, 1994.)
13.0 Mueller Industries, Inc.'s Annual Report to Shareholders for
the year ended December 30, 1995. 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
Supplemental Financial Information.)
15
(b) During the three months ended December 30, 1995, no Current Reports on
Form 8-K were filed.
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 21,
1996.
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 21, 1996
Harvey L. Karp
/S/ ROBERT B. HODES Director March 21, 1996
Robert B. Hodes
/S/ ALLAN MACTIER Director March 21, 1996
Allan Mactier
/S/ WILLIAM D. O'HAGAN President, Chief Executive Officer, March 21, 1996
William D. O'Hagan Director
/S/ ROBERT J. PASQUARELLI Director March 21, 1996
Robert J. Pasquarelli
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/ EARL W. BUNKERS March 21, 1996
Earl W. Bunkers
Executive Vice President
Chief Financial Officer
(Principal Accounting Officer)
/S/ KENT A. MCKEE March 21, 1996
Kent A. McKee
Vice President Business Development/
Investor Relations
/S/ RICHARD W. CORMAN March 21, 1996
Richard W. Corman
Director of Corporate Accounting
16
INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon
of Ernst & Young LLP dated February 9, 1996, appearing on page 10 through and
including 22, of the Company's 1995 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 1995 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 1995 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.
SUPPLEMENTAL FINANCIAL INFORMATION
Page
Schedule for the fiscal years ended December 30, 1995,
December 31, 1994 and December 25, 1993.
Valuation and Qualifying Accounts (Schedule II).......................17
17
MUELLER INDUSTRIES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 30, 1995, December 31, 1994, and December 25, 1993
(In thousands)
Additions
-------------------------------
Balance at Charged to Balance
beginning costs and Other at end
of year expenses Additions Deductions of year
------------ ------------ ----------- ----------- -----------
1995
Allowance for Doubtful Accounts $ 3,336 $ 75 $ - $ 425 $ 2,986
Environmental Reserves $ 11,178 $ 1,421 $ - $ 3,014 $ 9,585
Other Reserves (2) $ 16,150 $ (1,157) $ - $ 4,942 $ 10,051
Valuation Allowance for Deferred
Tax Assets $ 65,927 $ - $ - $ 5,006 $ 60,921
1994
Allowance for Doubtful Accounts $ 3,495 $ 186 $ - $ 345 $ 3,336
Environmental Reserves $ 10,448 $ 2,914 $ 125 (1) $ 2,309 $ 11,178
Other Reserves (2) $ 15,508 $ 4,062 $ (125) (1) $ 3,295 $ 16,150
Valuation Allowance for Deferred
Tax Assets $ 85,338 $ - $ - $ 19,411 $ 65,927
1993
Allowance for Doubtful Accounts $ 4,473 $ 59 $ - $ 1,037 $ 3,495
Environmental Reserves $ 10,985 $ 1,060 $ 1,000 (1) $ 2,597 $ 10,448
Other Reserves (2) $ 18,317 $ (363) $ (1,000) (1) $ 1,446 $ 15,508
Valuation Allowance for Deferred
Tax Assets $ 88,081 $ - $ - $ 2,743 $ 85,338
(1) Reclass from Other Reserves to Environmental Reserves.
(2) Other reserves are included in the balance sheet captions "Other
current liabilities" and "Other noncurrent liabilities."
18
EXHIBIT INDEX
Exhibits Description Page
4.2 Certain instruments with respect to long-term debt
of the Company have not been filed as Exhibits to the
Report since the total amount of securities authorized
under any such instrument does not exceed 10 percent
of the total assets of the company and its subsidiaries
on a consolidated basis. The Company agrees to furnish
a copy of each such instrument upon request of the
Securities and Exchange Commission.
10.6 Summary description of the Registrant's 1996 bonus plan
for certain key employees.
13.0 Mueller Industries, Inc.'s Annual Report to
Stockholders for the year ended December 30, 1995.
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
Supplemental Financial Information.)