WOLVERINE TUBE INC - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

box Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2002

box Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission file number 1-12164

WOLVERINE TUBE, INC.
(Exact name of registrant as specified in its charter)


Delaware (State of Incorporation)		63-0970812 (IRS Employer Identification No.)

200 Clinton Avenue West, Suite 1000 Huntsville, Alabama (Address of Principal Executive Offices)		35801 (Zip Code)

(256) 353-1310
(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES box NO box

Indicate the number of shares outstanding of each class of Common Stock, as of the latest practicable date:


Class		Outstanding as of August 1, 2002

Common Stock, $0.01 Par Value		12,251,519 Shares

TABLE OF CONTENTS


	ITEM 1. FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets
	Condensed Consolidated Statements of Cash Flows
		Notes to Condensed Consolidated Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Supplemental Benefit Restoration Plan
Supplemental Executive Retirement Plan
2002 Change in Control
2002 Change in Control
2002 Change in Control
2002 Change in Control
Section 906 Certification of the CEO
Section 906 Certification of the CFO

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS


		Page No.
	PART I




Item 1.	Financial Statements




	Condensed Consolidated Statements of Income (Unaudited)— Three-Month and Six-Month Periods Ended June 30, 2002 and July 1, 2001	1




	Condensed Consolidated Balance Sheets June 30, 2002 and December 31, 2001	2




	Condensed Consolidated Statements of Cash Flows (Unaudited)— Six-Month Periods Ended June 30, 2002 and July 1, 2001	3




	Notes to Condensed Consolidated Financial Statements (Unaudited)	4




Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18




Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28




	PART II




Item 1.	Legal Proceedings	30




Item 4.	Submission of Matters to a Vote of Security Holders	30




Item 6.	Exhibits and Reports on Form 8-K	30

ITEM 1. FINANCIAL STATEMENTS

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)


		Three-month period ended:					Six-month period ended:

				July 1, 2001						July 1, 2001
		June 30, 2002		(Restated)			June 30, 2002			(Restated)

(In thousands except per share amounts)




Net sales		$	152,547	$	161,517		$	290,090		$	333,954




Cost of goods sold			133,335		145,725			256,555			296,396

Gross profit			19,212		15,792			33,535			37,558




Selling, general and administrative expenses			8,250		8,261			16,154			16,320

Operating income from continuing operations			10,962		7,531			17,381			21,238




Other expenses:




	Interest expense, net		5,571		3,114			9,301			6,888




	Amortization and other, net		524		186			602			107

Income from continuing operations before tax			4,867		4,231			7,478			14,243




Income tax provision			1,381		1,149			2,304			4,186

Income from continuing operations			3,486		3,082			5,174			10,057




Loss from discontinued operations, net of tax of $0 and $2.3 for the three-month period and $0 and 2.6 million for the six-month period of 2002 and 2001, respectively			—		(3,643	)		—			(4,491	)

Net income (loss)			3,486		(561	)		5,174			5,566




Less preferred stock dividends			—		(70	)		(58	)		(140	)

Net income (loss) applicable to common shares		$	3,486	$	(631	)	$	5,116		$	5,426

Earnings per common share –basic:

Income from continuing operations		$	0.28	$	0.25		$	0.42		$	0.82




Loss from discontinued operations			—		(0.30	)		—			(0.37	)

Net income (loss) per common share—basic		$	0.28	$	(0.05	)	$	0.42		$	0.45

Basic weighted average number of common shares			12,251		12,073			12,200			12,063

Earnings per common share –diluted:

Income from continuing operations		$	0.28	$	0.24		$	0.41		$	0.80




Loss from discontinued operations			—		(0.29	)		—			(0.36	)

Net income (loss) per common share—diluted		$	0.28	$	(0.05	)	$	0.41		$	0.44

Diluted weighted average number of common and common equivalent shares			12,369		12,405			12,328			12,311

See Notes to Condensed Consolidated Financial Statements.

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets


		June 30,			December 31,
		2002			2001

(In thousands except share and per share amounts)		*(Unaudited)*			(Note)




Assets




Current assets




	Cash and equivalents	$	45,437		$	22,739




	Accounts receivable, net		90,952			67,164




	Inventories		82,276			103,360




	Refundable income taxes		2,093			2,410




	Prepaid expenses and other		10,258			7,230

Total current assets			231,016			202,903




Property, plant and equipment, net			214,813			218,476




Deferred charges, net			11,114			3,125




Goodwill, net			100,027			99,870




Assets held for sale			9,503			9,072




Prepaid pensions			4,242			5,981

Total assets		$	570,715		$	539,427

Liabilities, Redeemable Preferred Stock and Stockholders’ Equity




Current liabilities




	Accounts payable	$	39,000		$	34,137




	Accrued liabilities		20,261			25,689




	Short-term borrowings		895			1,684

Total current liabilities			60,156			61,510




Deferred income taxes			8,837			9,225




Long-term debt			270,227			247,698




Postretirement benefit obligation			15,776			15,720




Accrued environmental remediation			1,415			1,862

Total liabilities			356,411			336,015




Redeemable preferred stock, par value $1 per share; 500,000 shares authorized; 20,000 issued and outstanding at December 31, 2001			—			2,000




Stockholders’ equity




	Common stock, par value $0.01 per share; 40,000,000 shares authorized; 14,315,319 and 14,276,831 shares issued as of June 30, 2002 and December 31, 2001, respectively		143			143




	Additional paid-in capital		102,813			103,759




	Retained earnings		164,161			159,045




	Unearned compensation		(53	)		(165	)




	Accumulated other comprehensive loss		(15,385	)		(21,898	)




	Treasury stock, at cost; 2,063,800 and 2,179,900 shares as of June 30, 2002 and December 31, 2001, respectively		(37,375	)		(39,472	)

Total stockholders’ equity			214,304			201,412

Total liabilities, redeemable preferred stock and stockholders’ equity		$	570,715		$	539,427


Note:		The Balance Sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. See Notes to Condensed Consolidated Financial Statements

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)


			Six-month period ended:

			June 30, 2002			July 1, 2001

*(In thousands)*						(Restated)




Operating Activities




Income from continuing operations			$	5,174		$	10,057




Adjustments to reconcile income from continuing operations to net cash provided by operating activities:




	Depreciation and amortization			8,725			8,946




	Deferred income taxes			89			(2,492	)




	Other non-cash items			115			372




	Changes in operating assets and liabilities:




		Accounts receivable, net		(22,655	)		(7,877	)




		Inventories		11,938			2,379




		Refundable income taxes		802			9,392




		Prepaid expenses and other		310			(524	)




		Accounts payable		7,641			(1,520	)




		Accrued liabilities including pension, postretirement benefit and environmental		(610	)		(921	)

Net cash provided by operating activities				11,529			17,812




Investing Activities




Additions to property, plant and equipment				(3,280	)		(17,531	)




Acquisition of business assets				—			(1,588	)

Net cash used for investing activities				(3,280	)		(19,119	)




Financing Activities




Financing fees and expenses paid				(8,398	)		—




Net borrowings (payments) on revolving credit facilities				(98,696	)		11,527




Net increase (decrease) in note payable				1,822			(333	)




Proceeds from issuance of senior notes				118,546			—




Issuance of common stock				69			113




Redemption of preferred stock				(1,000	)		—




Dividends paid on preferred stock				(58	)		(140	)

Net cash provided by financing activities				12,285			11,167




Effect of exchange rate on cash and equivalents				740			(426	)

Net cash provided by continuing operations				21,274			9,434




Net cash provided by (used for) discontinued operations				1,424			(6,778	)

Net increase in cash and equivalents				22,698			2,656




Cash and equivalents at beginning of period				22,739			23,458

Cash and equivalents at end of period			$	45,437		$	26,114

See Notes to Condensed Consolidated Financial Statements.

Wolverine Tube, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2002
(Unaudited)

NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Wolverine Tube, Inc. (the “Company”) and its majority-owned subsidiaries after elimination of significant intercompany accounts and transactions. References to the “Company”, “we” or “us” refer to Wolverine Tube, Inc. and its consolidated subsidiaries, unless the context otherwise requires. The accompanying condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying condensed consolidated financial statements (and all information in this report) have not been examined by independent auditors; but, in the opinion of management, all adjustments, which consist of normal recurring accruals necessary for a fair presentation of the results for the periods, have been made. The results of operations for the three-month and six-month periods ended June 30, 2002 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2002. For further information, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2001.

We use our internal operational reporting cycle for quarterly financial reporting.

NOTE 2. CONTINGENCIES

We are subject to extensive environmental regulations imposed by federal, state, provincial and local authorities in the United States, Canada, China and Portugal with respect to emissions to air, discharges to waterways, and the generation, handling, storage, transportation, treatment and disposal of waste materials, and we have received various communications from regulatory authorities concerning environmental matters. We have accrued estimated environmental remediation costs of $1.4 million at June 30, 2002, consisting primarily of $0.9 million for the Decatur, Alabama facility; $0.1 million for the Greenville, Mississippi facility and $0.4 million for the Ardmore, Tennessee facility.

NOTE 3. INVENTORIES

Inventories are as follows:


	June 30, 2002		December 31, 2001

(In thousands)




Finished products	$	16,967	$	22,565




Work-in-process		16,122		20,850




Raw materials and supplies		49,187		59,945

Totals	$	82,276	$	103,360

During the year ended December 31, 2001, we changed our method of accounting for inventories from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method for portions of our finished products, work-in-process and raw materials inventories. We applied this change in method of inventory costing retroactively by restating the prior years’ financial statements. The effect of the change in method on previously reported operating results for the three-months and six-months ended July 1, 2001 was to decrease net income by ($4.0) million ($0.33 loss per diluted share) and ($4.2) million ($0.35 loss per diluted share), respectively.

NOTE 4. GOODWILL

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets. SFAS No. 142 eliminates amortization of goodwill and requires an impairment-only model for recording the value of goodwill. SFAS No. 142 presumes that goodwill has an indefinite useful life and thus should not be amortized, but rather tested at least annually for impairment using a lower of cost or fair value approach.

On January 1, 2002, we adopted SFAS No. 142. Accordingly, we ceased amortization of all previously recorded goodwill as of that date. A transitional impairment test of all goodwill was required within six months of adopting SFAS No. 142. We completed the transitional impairment test of goodwill (as of January 1, 2002) required by the new rules during the second quarter of 2002. Based on the results of these tests, the fair value of the tested business units exceeded the carrying value of those business units and thus no transitional impairment charge was recorded. At June 30, 2002, we had $100.0 million of goodwill, net of $18.6 million of accumulated amortization. The increase in goodwill during 2002 results from the translation of the goodwill of our distribution center in The Netherlands whose functional currency is the euro.

Income from continuing operations for the three and six-month periods of 2001, adjusted to exclude amortization expense recognized related to goodwill would have been $3.7 million, or $0.30 per diluted share and $11.4 million, or $0.91 per diluted share, respectively. Including the loss from discontinued operations, net income for the three and six-month periods of 2001 adjusted to exclude amortization expense related to goodwill would have been $0.1 million, or $0.01 per diluted share and $7.0 million, or $0.56 per diluted share, respectively. Adoption of SFAS No. 142 is expected to increase our net income in 2002 by approximately $2.7 million net of tax or $0.22 per share due to the elimination of amortization of goodwill.

NOTE 5. INTEREST EXPENSE, NET

Interest expense is net of interest income and capitalized interest of $0.3 million and $0.1 million for the three-month period ended June 30, 2002, and $0.2 million and $0.4 million for the three-month period ended July 1, 2001. Interest expense is net of interest income and capitalized interest of $0.3 million and $0.1 million for the six-month period ended June 30, 2002, and $0.5 million and $0.7 million for the six-month period ended July 1, 2001.

NOTE 6. DEBT

Long-term debt consists of the following:


	June 30, 2002			December 31, 2001

(In thousands)




Revolving Credit facility, interest averaged 5.5% in 2001, due April 2002 (refinanced on March 27, 2002 from proceeds of $120 million 10.5% Senior Notes)	$	—		$	97,906




Senior Notes, 10.5%, due April 2009		120,000			—




Discount on 10.5% Senior Notes, original issue discount amortized over 7 years		(1,402	)		—




Senior Notes, 7.375%, due August 2008		150,000			150,000




Discount on 7.375% Senior Notes, original issue discount amortized over 10 years		(193	)		(208	)




Netherlands facility, 5.1% in 2001, due on demand		882			1,671




Other foreign facilities		1,835			13

		271,122			249,382




Less short-term borrowings		(895	)		(1,684	)

Totals	$	270,227		$	247,698

On March 27, 2002 we entered into two new financing agreements to replace our existing revolving credit facility which was scheduled to mature on April 30, 2002. We issued $120 million in principal amount of 10.5% Senior Notes that will mature in 2009. We sold these notes for 98.8% of their face amount and recorded a discount of $1.5 million, which we are amortizing over the seven-year term of the Senior Notes. The 10.5% Senior Notes were issued pursuant to an Indenture, dated as of March 27, 2002, between us and First Union National Bank, as Trustee. The 10.5% Senior Notes (i) have interest payment dates of April 1 and October 1 of each year, (ii) are redeemable after the dates and at the prices (expressed in percentages of principal amount on the redemption date), as set forth below:


Year	Percentage

April 1, 2006		105.250	%




April 1, 2007		102.625	%




April 1, 2008 and thereafter		100.000	%

and (iii) are senior unsecured obligations and are senior in right of payment to any of our future subordinated obligations.

We also entered into a secured revolving credit facility concurrently with the closing of the 10.5% Senior Notes offering. The new revolving credit facility provides for up to a $37.5 million line of credit dependent on the levels of and secured by our eligible accounts receivable and inventory. The new revolving credit facility provides for interest at the Eurodollar rate plus

2.5% or the U.S. base rate plus 1%. Commitment fees on the unused available portion of the facility are 0.5%. The new revolving credit facility matures on March 27, 2005.

As of June 30, 2002, we had no outstanding obligations under our secured revolving credit facility. We had approximately $4.7 million of standby letters of credit outstanding that are collateralized with the secured revolving credit facility and approximately $32.8 million (subject to a $2 million excess availability requirement) in additional borrowing availability thereunder.

NOTE 7. COMPREHENSIVE INCOME

Comprehensive income is as follows:


	Three-month period ended:					Six-month period ended:

	June 30, 2002		July 1, 2001			June 30, 2002		July 1, 2001

(In thousands)




Net income (loss)	$	3,486	$	(561	)	$	5,174	$	5,566




Translation adjustment for financial statements denominated in a foreign currency		3,782		3,689			3,660		(1,238	)




Unrealized gain (loss) on cash flow hedges, net of tax		57		(372	)		2,853		(1,718	)

Comprehensive income	$	7,325	$	2,756		$	11,687	$	2,610

NOTE 8. INDUSTRY SEGMENTS

Our reportable segments are based on our three product groups: commercial products, wholesale products and rod, bar and other products. Commercial products consist primarily of high value added products sold directly to original equipment manufacturers. Wholesale products are commodity-type plumbing tube products, which are primarily sold to plumbing wholesalers and distributors. Rod, bar and other consist of products sold to a variety of customers. We evaluate the performance of our operating segments based on sales and gross profit; however, we do not allocate asset amounts and items of income and expense below gross profit or depreciation and amortization.

Summarized financial information concerning our reportable segments is shown in the following table:


								Rod, Bar
				Commercial		Wholesale		& Other		Consolidated

(In thousands)




Three-month period ended June 30, 2002




	Net sales			$	118,868	$	24,883	$	8,796	$	152,547




	Gross profit				17,317		1,355		540		19,212




Three-month period ended July 1, 2001




		Net sales		$	124,508	$	25,776	$	11,233	$	161,517




		Gross profit			12,667		2,022		1,103		15,792




Six-month period ended June 30, 2002




			Net sales	$	225,221	$	46,887	$	17,982	$	290,090




			Gross profit		29,491		2,945		1,099		33,535




Six-month period ended July 1, 2001




	Net sales			$	261,126	$	49,271	$	23,557	$	333,954




	Gross profit				31,159		4,297		2,102		37,558

The financial information for the periods ended July 1, 2001 concerning our reportable segments has been restated to reflect the change in method of accounting for inventories (Note 3) and the reclassification of Wolverine Ratcliffs, Inc. as discontinued operations (Note 10).

NOTE 9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


		Three-month period ended:					Six-month period ended:

		June 30, 2002		July 1, 2001			June 30, 2002			July 1, 2001

(In thousands, except per share data)




Income from continuing operations		$	3,486	$	3,082		$	5,174		$	10,057




Loss from discontinued operations, net of tax			—		(3,643	)		—			(4,491	)

Net income (loss)			3,486		(561	)		5,174			5,566

Dividends on preferred stock			—		(70	)		(58	)		(140	)

Net income (loss) applicable to common shares		$	3,486	$	(631	)	$	5,116		$	5,426

Basic weighted average common shares			12,251		12,073			12,200			12,063




Stock options			118		332			128			248

Diluted weighted average common and common equivalent shares			12,369		12,405			12,328			12,311

Earnings per common share – basic:




	Income from continuing operations	$	0.28	$	0.25		$	0.42		$	0.82




	Loss from discontinued operations		—		(0.30	)		—			(0.37	)

Net income (loss) per common share – basic		$	0.28	$	(0.05	)	$	0.42		$	0.45

Earnings per common share – diluted:




	Income from continuing operations	$	0.28	$	0.24		$	0.41		$	0.80




	Loss from discontinued operations		—		(0.29	)		—			(0.36	)

Net income (loss) per common share – diluted		$	0.28	$	(0.05	)	$	0.41		$	0.44

The financial information for the periods ended July 1, 2001 has been restated to reflect the change in method of accounting for inventories (Note 3) and the reclassification of Wolverine Ratcliffs, Inc. as discontinued operations (Note 10).

On April 11, 2002, we granted 383,075 stock options to our employees, management and directors in conjunction with an option exchange offer that we made available to our U.S. and Canadian stock option holders under our 1993 Equity Incentive Plan and 1993 Stock Option Plan for Outside Directors in the third quarter of 2001. Under this option exchange offer, eligible optionees were given the right to exchange options with an exercise price of $20.00 per share or greater for new options to purchase one share for every two shares exchanged. New options granted under the 1993 Equity Incentive Plan have an exercise price of $8.60 per share, which was the closing price of our common stock on April 11, 2002. New options granted under the 1993 Stock Option Plan for Outside Directors have an exercise price of $8.84 per share which was determined by the average market price of our stock on April 11, 2002 and the four preceding trading days.

In addition to the shares granted in conjunction with the option exchange offer, to date in 2002, we have granted 206,063 stock options to our employees and management under our 1993 Equity Incentive Plan with an average exercise price of $8.62 per share and 67,086 stock options

to our outside directors under the 1993 Stock Option Plan for Outside Directors with an average exercise price of $8.85 per share.

NOTE 10. DISCONTINUED OPERATIONS

During the year ended December 31, 2001, we decided to discontinue the operations of Wolverine Ratcliffs, Inc. (“WRI”), which were previously included in the rod, bar and other products reportable segment. As of December 31, 2001, we held a 74.5% ownership interest in this business. We have subsequently acquired the remaining 25.5% interest in WRI and in July 2002, we merged WRI into Wolverine Tube (Canada), Inc. to facilitate the liquidation of the business. Accordingly, the operating results of WRI have been restated and reported in discontinued operations in the consolidated financial statements. In the fourth quarter of 2001, we recorded a $31.5 million ($23.9 million after tax) estimated loss on the disposal of the WRI operations, which included a $2.5 million ($1.6 million after tax) provision for estimated losses during the expected phase-out period of June 30, 2002. We engaged a financial advisor to pursue opportunities to dispose of the business but we have not been able to dispose of the business as a going concern and thus have commenced liquidation of the business with a targeted completion date of no later than December 31, 2002. As of June 30, 2002, all manufacturing operations of WRI have stopped and its inventory has been substantially liquidated. Based on our best estimates of the most likely outcome, considering, among other things, our knowledge of valuations of strip production assets, we continue to estimate a $31.5 million ($23.9 million after tax) loss on the disposal of the business, to include a $2.5 million ($1.6 million after tax) provision for net estimated losses during the extended phase-out period of December 31, 2002. We have realized approximately $7 million of pretax proceeds from the realization or sale of the assets of the business, net of our cash payments to settle the liabilities of the discontinued operations during the six months ended June 30, 2002. To the extent actual results should differ from our estimate, the difference will be reported in discontinued operations in future periods.

Operating results of the discontinued WRI operations are as follows:


	Three month period ended:						Six month period ended:

	June 30, 2002			July 1, 2001			June 30, 2002			July 1, 2001

(In thousands)




Net sales	$	3,925		$	13,434		$	12,051		$	30,546




Loss before income tax benefit	$	(828	)	$	(5,957	)	$	(2,953	)	$	(7,125	)




Income tax benefit		186			2,314			851			2,634

Net loss	$	(642	)	$	(3,643	)	$	(2,102	)	$	(4,491	)

Assets and liabilities of the discontinued WRI operations have been reflected in the consolidated balance sheets as current or non-current based on the original classification of these accounts, net of any necessary valuation allowances, except that property, plant and equipment to be disposed of $4.1 million, net of a necessary valuation allowance, have been included in “assets held for sale”. Although we believe we have appropriately reduced the carrying value of the assets to their estimated recoverable amounts, net of disposal costs where appropriate, actual results could be different and the difference will be reported in discontinued operations in future periods.

Net assets of the discontinued WRI operations are as follows:


	June 30, 2002			December 31, 2001

(In thousands)




Cash and equivalents	$	6,406		$	2,165




Other current assets		2,605			17,203




Assets held for sale		4,122			3,691




Deferred income taxes		13,001			11,935




Other assets		140			192




Current liabilities		(6,926	)		(12,626	)




Other liabilities		(96	)		(75	)

Net assets of discontinued operations	$	19,252		$	22,485

NOTE 11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following tables present condensed consolidating financial information for: (a) Wolverine Tube, Inc. (the “Parent”) on a stand-alone basis; (b) on a combined basis, the guarantors of the 10.5% Senior Notes (“Subsidiary Guarantors”), which include TF Investor, Inc.; Tube Forming, L.P.; Wolverine Finance Company; Wolverine China Investments, LLC; STPC Holding, Inc.; Small Tube Manufacturing Corporation; Wolverine Joining Technologies, Inc.; and Tube Forming Holdings, Inc.; and (c) on a combined basis, the Non-Guarantor Subsidiaries, which include Wolverine Tube (Canada) Inc.; 1263143 Ontario, Inc.; 1158909 Ontario, Inc.; 1105836 Ontario, Inc.; Wolverine Tube (Shanghai) Co., Limited; Wolverine European Holdings BV; Wolverine Scholte-Metalen BV; Wolverine Tube, BV; Wolverine Tubagem (Portugal), Lda; Wolverine Joining Technologies Canada, Inc.; Wolverine Ratcliffs, Inc.; Ratcliffs Copper and Brass Sales, Ltd.; Wolverine Europe; Wolverine Asia, Limited; Wolverine Tube International, Ltd.; Small Tube Europe NV; and Small Tube Poland, Inc. Each of the Subsidiary Guarantors is wholly-owned by Wolverine Tube, Inc. The guarantees issued by each of the Subsidiary Guarantors are full, unconditional, joint and several. Accordingly, separate financial statements of the wholly-owned Subsidiary Guarantors are not presented because the Subsidiary Guarantors are jointly, severally and unconditionally liable under the guarantees, and we believe separate financial statements and other disclosures regarding the Subsidiary Guarantors are not material to investors. Furthermore, there are no significant legal restrictions on the Parent’s ability to obtain funds from its subsidiaries by dividend or loan.

The parent is comprised of Alabama, Oklahoma, Tennessee, and Mississippi manufacturing operations and certain corporate management, sales and marketing, information services and finance functions.

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended June 30, 2002
(Unaudited)


					Subsidiary			Non-Guarantor
		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Net sales		$	81,459		$	33,746		$	47,554		$	(10,212	)	$	152,547




Cost of goods sold			72,614			28,995			41,938			(10,212	)		133,335

Gross profit			8,845			4,751			5,616			—			19,212




Selling, general and administrative expenses			6,700			737			813			—			8,250

Operating income			2,145			4,014			4,803			—			10,962




Other (income) expenses:




	Interest expense, net		5,738			(6	)		(161	)		—			5,571




	Amortization and other, net		996			(1,215	)		743			—			524

Income (loss) from continuing operations before income taxes			(4,589	)		5,235			4,221			—			4,867




Income tax provision (benefit)			(1,757	)		2,007			1,131			—			1,381

Income (loss) from continuing operations			(2,832	)		3,228			3,090			—			3,486

Income (loss) from discontinued operations, net of tax			—			(729	)		729			—			—




Equity in earnings of subsidiaries			6,318			—			—			(6,318	)		—

Net income		$	3,486		$	2,499		$	3,819		$	(6,318	)	$	3,486

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended July 1, 2001
(Unaudited)


					Subsidiary			Non-Guarantor
		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Net sales		$	85,095		$	34,898		$	48,511		$	(6,987	)	$	161,517




Cost of goods sold			79,628			30,441			42,643			(6,987	)		145,725

Gross profit			5,467			4,457			5,868			—			15,792




Selling, general and administrative expenses			6,144			1,265			852			—			8,261

Operating income (loss) from continuing operations			(677	)		3,192			5,016			—			7,531




Other (income) expenses:




	Interest expense, net		3,838			(57	)		(667	)		—			3,114




	Amortization and other, net		488			(202	)		(100	)		—			186

Income (loss) from continuing operations before income taxes			(5,003	)		3,451			5,783			—			4,231




Income tax provision (benefit)			(1,838	)		1,397			1,590			—			1,149

Income (loss) from continuing operations			(3,165	)		2,054			4,193			—			3,082




Income (loss) from discontinued operations, net of tax			—			—			(3,643	)		—			(3,643	)




Equity in earnings of subsidiaries			2,604			—			—			(2,604	)		—

Net income (loss)		$	(561	)	$	2,054		$	550		$	(2,604	)	$	(561	)

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Six Months Ended June 30, 2002
(Unaudited)


					Subsidiary			Non-Guarantor
		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Net sales		$	152,227		$	66,500		$	91,228		$	(19,865	)	$	290,090




Cost of goods sold			138,941			57,389			80,090			(19,865	)		256,555

Gross profit			13,286			9,111			11,138			—			33,535




Selling, general and administrative expenses			13,034			1,524			1,596			—			16,154

Operating income from continuing operations			252			7,587			9,542			—			17,381




Other (income) expenses:




	Interest expense, net		9,825			(11	)		(513	)		—			9,301




	Amortization and other, net		1,382			(2,155	)		1,375			—			602

Income (loss) from continuing operations before income taxes			(10,955	)		9,753			8,680			—			7,478




Income tax provision (benefit)			(3,995	)		3,821			2,478			—			2,304

Income (loss) from continuing operations			(6,960	)		5,932			6,202			—			5,174




Income (loss) from discontinued operations, net of tax			—			(729	)		729			—			—




Equity in earnings of subsidiaries			12,134			—			—			(12,134	)		—

Net income		$	5,174		$	5,203		$	6,931		$	(12,134	)	$	5,174

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Six Months Ended July 1, 2001
(Unaudited)


					Subsidiary			Non-Guarantor
		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Net sales		$	180,155		$	72,878		$	96,923		$	(16,002	)	$	333,954




Cost of goods sold			161,421			64,693			86,284			(16,002	)		296,396

Gross profit			18,734			8,185			10,639			—			37,558




Selling, general and administrative expenses			11,965			2,647			1,708			—			16,320

Operating income from continuing operations			6,769			5,538			8,931			—			21,238




Other (income) expenses:




	Interest expense, net		7,766			(143	)		(735	)		—			6,888




	Amortization and other, net		3,734			(3,363	)		(264	)		—			107

Income (loss) from continuing operations before income taxes			(4,731	)		9,044			9,930			—			14,243




Income tax provision (benefit)			(2,010	)		3,727			2,469			—			4,186

Income (loss) from continuing operations			(2,721	)		5,317			7,461			—			10,057




Loss from discontinued operations, net of tax			—			—			(4,491	)		—			(4,491	)




Equity in earnings of subsidiaries			8,287			—			—			(8,287	)		—

Net income		$	5,566		$	5,317		$	2,970		$	(8,287	)	$	5,566

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2002
(Unaudited)


						Subsidiary			Non-Guarantor
			Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Assets




Current assets




	Cash and equivalents		$	18,919		$	—		$	26,518		$	—		$	45,437




		Accounts receivable, net		(31	)		61,555			29,428			—			90,952




		Inventories		50,369			13,487			18,420			—			82,276




		Refundable income taxes		5,714			(2,488	)		(1,133	)		—			2,093




		Prepaid expenses and other		4,806			4,764			688			—			10,258

Total current assets				79,777			77,318			73,921			—			231,016




Property, plant and equipment, net				144,842			34,710			35,261			—			214,813




Deferred charges, net				10,630			57			427			—			11,114




Goodwill, net				23,154			75,521			1,352			—			100,027




Assets held for sale				5,381			—			4,122			—			9,503




Prepaid pensions				3,063			—			1,179			—			4,242




Investments in subsidiaries				360,198			302			—			(360,500	)		—

Total assets			$	627,045		$	187,908		$	116,262		$	(360,500	)	$	570,715

Liabilities and Stockholders’ Equity




Current liabilities




		Accounts payable	$	23,595		$	3,845		$	12,037		$	(477	)	$	39,000




		Accrued liabilities		11,877			848			7,536			—			20,261




		Short-term borrowings		—			—			895			—			895




		Intercompany balances		85,807			(93,224	)		6,940			477			—

Total current liabilities				121,279			(88,531	)		27,408			—			60,156




Deferred income taxes				11,070			6,144			(8,377	)		—			8,837




Long-term debt				268,405			—			1,822			—			270,227




Postretirement benefit obligation				10,579			—			5,197			—			15,776




Accrued environmental remediation				1,407			—			8			—			1,415




Total liabilities				412,740			(82,387	)		26,058			—			356,411

Stockholders’ equity				214,305			270,295			90,204			(360,500	)		214,304

Total liabilities and stockholders’ equity			$	627,045		$	187,908		$	116,262		$	(360,500	)	$	570,715

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 2001


						Subsidiary			Non-Guarantor
			Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Assets




Current assets




	Cash and equivalents		$	—		$	—		$	22,739		$	—		$	22,739




		Accounts receivable, net		(6	)		43,786			23,384			—			67,164




		Inventories		57,849			17,266			28,245			—			103,360




		Refundable income taxes		2,823			(808	)		395			—			2,410




		Prepaid expenses and other		3,327			3,291			612			—			7,230

Total current assets				63,993			63,535			75,375			—			202,903




Property, plant and equipment, net				148,041			36,018			34,417			—			218,476




Deferred charges, net				2,613			61			451			—			3,125




Goodwill, net				23,154			75,521			1,195						99,870




Assets held for sale				5,381			—			3,691			—			9,072




Prepaid pensions				4,866			—			1,115			—			5,981




Investments in subsidiaries				344,412			302			—			(344,714	)		—

Total assets			$	592,460		$	175,437		$	116,244		$	(344,714	)	$	539,427

Liabilities, Redeemable Preferred




Stock and Stockholders’ Equity




Current liabilities




		Accounts payable	$	17,274		$	3,523		$	14,236		$	(896	)	$	34,137




		Accrued liabilities		10,960			884			13,845			—			25,689




		Short-term borrowings		—			—			1,684			—			1,684




		Intercompany balances		89,383			(100,200	)		9,922			895			—

Total current liabilities				117,617			(95,793	)		39,687			(1	)		61,510




Deferred income taxes				11,070			6,144			(7,989	)		—			9,225




Long-term debt				247,698			—			—			—			247,698




Postretirement benefit obligation				10,809			—			4,911			—			15,720




Accrued environmental remediation				1,854			—			8			—			1,862




Total liabilities				389,048			(89,649	)		36,617			(1	)		336,015

Redeemable preferred stock				2,000			—			—			—			2,000

Stockholders’ equity				201,412			265,086			79,627			(344,713	)		201,412

Total liabilities, redeemable preferred stock and stockholders’ equity			$	592,460		$	175,437		$	116,244		$	(344,714	)	$	539,427

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six-months ended June 30, 2002
(Unaudited)


				Subsidiary			Non-Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Operating Activities




Income from continuing operations	$	5,174		$	5,933		$	6,201		$	(12,134	)	$	5,174




Depreciation and amortization		5,793			1,654			1,278			—			8,725




Other non-cash items		204			—			—			—			204




Changes in operating assets and liabilities		15,008			(13,527	)		(4,055	)		—			(2,574	)

Net cash provided by (used for) operating activities		26,179			(5,940	)		3,424			(12,134	)		11,529




Investing Activities




Additions to property, plant and equipment		(2,313	)		(305	)		(662	)		—			(3,280	)




Equity in earnings of subsidiaries		(12,134	)		—			—			12,134			—




Other		—			(1	)		1			—			—

Net cash used for investing activities		(14,447	)		(306	)		(661	)		12,134			(3,280	)




Financing Activities




Financing fees and expenses paid		(8,398	)		—			—			—			(8,398	)




Net payments on revolving credit facilities		(97,907	)		—			(789	)		—			(98,696	)




Intercompany borrowings (payments)		(4,065	)		6,975			(2,910	)		—			—




Net increase in note payable		—			—			1,822			—			1,822




Proceeds from issuance of senior notes		118,546			—			—			—			118,546




Issuance of common stock		69			—			—			—			69




Redemption of preferred stock		(1,000	)		—			—			—			(1,000	)




Dividends paid on preferred stock		(58	)		—			—			—			(58	)

Net cash provided by (used for) financing activities		7,187			6,975			(1,877	)		—			12,285




Effect of exchange rate on cash and equivalents		—			—			740			—			740

Net cash provided by continuing operations		18,919			729			1,626			—			21,274




Net cash provided by (used for) discontinued operations		—			(729	)		2,153			—			1,424

Net increase in cash and equivalents		18,919			—			3,779			—			22,698




Cash and equivalents at beginning of period		—			—			22,739			—			22,739

Cash and equivalents at end of period	$	18,919		$	—		$	26,518		$	—		$	45,437

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six-months ended July 1, 2001
(Unaudited)


				Subsidiary			Non-Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated

(In thousands)




Operating Activities




Income from continuing operations	$	5,567		$	5,317		$	7,462		$	(8,289	)	$	10,057




Depreciation and amortization		5,222			2,657			1,067			—			8,946




Other non-cash items		(1,404	)		(722	)		6			—			(2,120	)




Changes in operating assets and liabilities		14,030			(6,813	)		(6,288	)		—			929

Net cash provided by (used for) operating activities		23,415			439			2,247			(8,289	)		17,812




Investing Activities




Additions to property, plant and equipment		(13,123	)		(842	)		(3,566	)		—			(17,531	)




Equity in earnings of subsidiaries		(8,289	)		—			—			8,289			—




Acquisition of business assets		(1,529	)		16			(75	)		—			(1,588	)

Net cash used for investing activities		(22,941	)		(826	)		(3,641	)		8,289			(19,119	)




Financing Activities




Net borrowings (payments) on revolving credit facilities		14,488			(1,889	)		(1,072	)		—			11,527




Intercompany borrowings (payments)		(9,851	)		2,276			7,575			—			—




Net decrease in note payable					—			(333	)		—			(333	)




Issuance of common stock		113			—						—			113




Dividends paid on preferred stock		(140	)		—			—			—			(140	)

Net cash provided by (used for) financing activities		4,610			387			6,170			—			11,167




Effect of exchange rate on cash and equivalents		—			—			(426	)		—			(426	)

Net cash provided by (used for) continuing operations		5,084			—			4,350			—			9,434




Net cash used for discontinued operations		—			—			(6,778	)		—			(6,778	)

Net increase (decrease) in cash and equivalents		5,084			—			(2,428	)		—			2,656




Cash and equivalents at beginning of period		—			—			23,458			—			23,458

Cash and equivalents at end of period	$	5,084		$	—		$	21,030		$	—		$	26,114

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three-Month Period Ended June 30, 2002 Compared to
Three-Month Period Ended July 1, 2001

Consolidated net sales from continuing operations decreased by $9.0 million, or 5.6%, to $152.5 million for the second quarter ended June 30, 2002 from $161.5 million for the quarter ended July 1, 2001. Pounds shipped increased by 0.7 million, or 0.8% to 85.1 million pounds for the second quarter of 2002 from 84.4 million pounds in 2001. Sales decreased due to lower fabrication revenues, primarily related to lower volumes of technical tube and alloy tube, a decrease in prices primarily related to wholesale products, and reduced shipments from our distribution center in The Netherlands. The average COMEX copper price for the second quarter of 2002 was $0.74 per pound, as compared to $0.75 per pound in the second quarter of 2001.

Pounds of commercial products shipped increased by 1.4 million pounds, or 2.3%, to 59.8 million in the second quarter of 2002 from 58.4 million in the second quarter of 2001. This increase in shipments was primarily due to increased shipments of industrial tube and to a lesser extent fabricated products, reflecting a relatively strong residential air conditioning and consumer appliance market. Substantially offsetting these increases in shipments were lower volumes of technical tube and alloy tube, reflecting the continued weakness in the commercial air conditioner market. Sales of commercial products decreased $5.6 million, or 4.5%, to $118.9 million in the second quarter of 2002 from $124.5 million in 2001. This decrease in sales was attributable to lower fabrication revenues, primarily related to lower volumes of technical tube and alloy tube and to a lesser extent, modest price decreases. This decline was partially offset by higher volumes of industrial tube and fabricated products. Gross profit from commercial products increased by $4.6 million, or 36.7%, to $17.3 million in the second quarter of 2002 from $12.7 million in 2001, primarily attributable to our cost reduction initiatives and efficiency gains from our extensive Project 21 capital investments. Gross profit in the second quarter of 2001 has been restated to reflect additional expense of $5.5 million related to the previously disclosed change in method of accounting for inventories from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method.

Pounds of wholesale products shipped increased by 0.4 million pounds, or 1.8%, to 20.1 million in the second quarter of 2002 from 19.8 million pounds in 2001. Sales of wholesale products decreased $0.9 million, or 3.5%, to $24.9 million in the second quarter of 2002 from $25.8 million in 2001, due to reduced prices in this highly competitive commodity market. Gross profit from wholesale products decreased $0.7 million, or 33.0%, to $1.3 million in the second quarter of 2002 from $2.0 million in 2001, due primarily to the decline in pricing, with cost reduction initiatives and efficiency gains from our Project 21 capital investments mitigating this decline by approximately 50%. Gross profit in the second quarter of 2001 has been restated to reflect additional expense of $0.9 million related to the change in method of accounting for our inventories from the LIFO method to the FIFO method.

Pounds of rod, bar and other products shipped decreased by 1.0 million pounds, or 16.3%, to 5.2 million in the second quarter of 2002 from 6.2 million in 2001, primarily due to the negative impact of a slow economy on the heavy industrial applications of rod and bar products. Sales of rod, bar and other products decreased $2.4 million, or 21.7%, to $8.8 million in the second

quarter of 2002 from $11.2 million in 2001, reflecting a $1.8 million reduction in sales from our distribution center in The Netherlands and decreased revenues related to lower volumes of rod and bar products. Gross profit from rod, bar and other products decreased $0.6 million, or 51.0%, to $0.5 million in the second quarter of 2002 from $1.1 million in 2001, primarily related to reduced volumes of rod and bar products as well as reduced sales from our distribution center in The Netherlands.

Consolidated gross profit increased $3.4 million or 21.7% to $19.2 million in the second quarter of 2002 from $15.8 million in 2001. Improvement in gross profit in 2002 was primarily due to our cost reduction initiatives and efficiency gains from our Project 21 capital investments, offset somewhat by increased pension, healthcare and depreciation expenses. Gross profit was negatively impacted in the second quarter of 2002 by decreased absorption of manufacturing expenses as we curtailed production in the latter part of June to meet our inventory reduction goals and to match our customers’ curtailed demand. Gross profit in the second quarter of 2001 has been restated to reflect additional expense of $6.4 million related to the change in method of accounting for our inventories from the LIFO method to the FIFO method.

Consolidated selling, general and administrative expenses were $8.3 million for both the second quarter of 2002 and 2001, and remained approximately five percent of sales for both quarters. Excluding $0.6 million of amortization of goodwill in the second quarter of 2001, selling, general and administrative expenses in the second quarter of 2001 were $7.7 million. Selling, general and administrative expenses increased in the second quarter of 2002 primarily due to a $0.2 million increase in accrued incentive compensation expense and a $0.3 million increase in legal and other professional fees.

Consolidated net interest expense for the second quarter of 2002 increased by $2.5 million, or 78.9%, to $5.6 million, compared with $3.1 million in 2001. On March 27, 2002, we obtained new financing to replace our old revolving credit facility. We issued $120 million in principal amount of 10.5% Senior Notes and concurrently, we entered into a new secured revolving credit facility. During the second quarter of 2002 there was an average of $2.3 million in outstanding borrowings under our new revolving credit facility as compared to an average of $96.8 million in outstanding borrowings under our old revolving credit facility during 2001. The average interest rate under our new revolving credit facilities was 4.0% in the second quarter of 2002 versus 5.0% under our old revolving credit facility in 2001. We expect interest expense to approximate $5.8 million in the third quarter of 2002.

Amortization and other expense, net was $0.5 million in the second quarter of 2002, as compared to $0.2 million in the second quarter of 2001. Amortization and other, net in 2002 included $0.2 million of foreign currency losses, as compared to $42,000 of foreign currency losses in 2001. These foreign currency losses are largely attributable to fluctuations in the Canadian to U.S. dollar exchange rate. Amortization and other, net in 2002 also included $0.1 million of income related to the administration and collection of receivables sold to us by our discontinued operations. Amortization expense for the second quarter of 2002 increased $0.2 million to $0.3 million, compared to $0.1 million in the second quarter of 2001 due to deferred financing fees incurred as a result of our new financing in March 2002.

The effective tax rate for continuing operations for the second quarter of 2002 was 28.4%, as compared to 27.2% in 2001. The increase in the effective tax rate in the second quarter of 2002 resulted primarily from higher statutory tax rates in certain tax jurisdictions. In particular, the tax

rate for our operations in China increased from 0% to 7.5% beginning January 1, 2002, reflecting our contractual tax holiday agreement with the Chinese government. Under this agreement, the tax rate will remain at 7.5% for the next three years, increasing in 2005 to a 15% maximum.

Six-Month Period Ended June 30, 2002 Compared to
Six-Month Period Ended July 1, 2001

Consolidated net sales from continuing operations decreased by $43.9 million, or 13.1%, to $290.1 million for the six-month period ended June 30, 2002 from $334.0 million for the six-month period ended July 1, 2001. Pounds shipped decreased by 10.5 million pounds, or 6.1%, to 161.1 million in 2002 from 171.6 million in 2001. Sales decreased due to lower fabrication revenues, primarily related to lower volumes of technical tube as well as lower volumes of industrial tube, alloy tube, rod and bar; a decrease in prices primarily related to wholesale products and to a lesser extent commercial products and a decrease in average COMEX copper prices in 2002 as compared to 2001. The average COMEX copper price for the six-month period of 2002 was $0.73 per pound, as compared to $0.79 per pound for the six-month period of 2001.

Pounds of commercial products shipped decreased by 9.2 million pounds, or 7.6%, to 111.5 million for the six-month period of 2002 from 120.7 million in 2001. This decrease in shipments was primarily due to decreased shipments of technical tube and to a lesser extent, decreased shipments of industrial tube and alloy tube. Sales of commercial products decreased $35.9 million, or 13.7%, to $225.2 million for the six-month period of 2002 from $261.1 million in 2001. This decrease in sales was attributable to decreased fabrication revenues, primarily related to the aforementioned lower volumes, modest price decreases and a decrease in average COMEX copper prices in 2002. Gross profit from commercial products decreased by $1.7 million, or 5.4%, to $29.5 million for the six-month period of 2002 from $31.2 million in 2001, primarily due to decreased shipments of technical tube and mitigated by our cost reduction initiatives and efficiency gains from our Project 21 capital investments. Gross profit in 2001 has been restated to reflect additional expense of $5.8 million related to the previously disclosed change in method of accounting for inventories from the LIFO method to the FIFO method.

Pounds of wholesale products shipped increased by 1.6 million pounds, or 4.4%, to 38.6 million for the six-month period of 2002 from 37.0 million pounds in 2001. Sales of wholesale products decreased $2.4 million, or 4.8%, to $46.9 million for the six-month period of 2002 from $49.3 million in 2001, due to reduced prices in this highly competitive commodity market. Gross profit from wholesale products decreased $1.4 million, or 31.5%, to $2.9 million for the six-month period of 2002 from $4.3 million in 2001, due primarily to the decline in pricing, with cost reduction initiatives and efficiency gains from our Project 21 capital investments significantly mitigating this decline. Gross profit in 2001 has been restated to reflect additional expense of $0.9 million related to the change in method of accounting for our inventories from the LIFO method to the FIFO method.

Pounds of rod, bar and other products shipped decreased by 3.0 million pounds, or 21.5%, to 11.0 million for the six-month period of 2002 from 14.0 million in 2001, primarily due to the negative impact of a slow economy on the heavy industrial applications of rod and bar products. Sales of rod, bar and other products decreased $5.6 million, or 23.7%, to $18.0 million for the six-month period of 2002 from $23.6 million in 2001, primarily reflecting lower shipments of rod and bar as well as a reduction in sales from our distribution center in The Netherlands. Gross

profit from rod, bar and other products decreased $1.0 million, or 47.7%, to $1.1 million for the six-month period of 2002 from $2.1 million in 2001, due to reduced shipments of rod and bar and reduced sales from our Netherlands distribution center.

Consolidated gross profit decreased $4.0 million or 10.7% to $33.5 million for the six-month period of 2002 from $37.5 million in 2001. Gross profit in 2002 decreased primarily due to lower shipments of technical tube and a decrease in prices primarily related to wholesale products and to a lesser extent commercial products. Gross profit in 2001 has been restated to reflect additional expense of $6.7 million related to the change in method of accounting for our inventories from the LIFO method to the FIFO method.

Consolidated selling, general and administrative expenses for the six-month period of 2002 decreased by $0.2 million, or 1.0%, to $16.1 million, compared with $16.3 million in 2001, while remaining approximately five percent of sales for both the six-month period of 2002 and 2001. Excluding $1.2 million of amortization of goodwill in the six-month period of 2001, selling, general and administrative expenses in the six-month period of 2001 were $15.1 million. Selling, general and administrative expenses increased in 2002 primarily due to a $0.5 million increase in accrued incentive compensation expense, $0.4 million of charges for professional fees pertaining to the industry-wide competition related investigation, and a $0.3 million increase in other legal and professional fees.

Consolidated net interest expense for the six-month period of 2002 increased by $2.4 million, or 35.0%, to $9.3 million, compared with $6.9 million in 2001. On March 27, 2002, we obtained new financing to replace our old revolving credit facility. We issued $120 million in principal amount of 10.5% Senior Notes and concurrently, we entered into a new secured revolving credit facility. During the six-month period of 2002 there was an average of $49.8 million in outstanding borrowings under our revolving credit facilities as compared to an average of $95.0 million in outstanding borrowings under our old revolving credit facility during 2001. The average interest rate under our new and old revolving credit facilities was 4.8% in the six-month period of 2002 versus 5.8% under our old revolving credit facility in 2001.

Amortization and other expense, net was $0.6 million in the six-month period of 2002, as compared to $0.1 million in 2001. Amortization and other, net in 2002 included $0.3 million of foreign currency losses, as compared to $0.2 million of foreign currency gains in 2001. These foreign currency gains and losses are largely attributable to fluctuations in the Canadian to U.S. dollar exchange rate. Amortization and other, net in 2002 also included $0.3 million of income related to the administration and collection of receivables sold to us by our discontinued operations. Amortization expense for the six-month period of 2002 increased $0.2 million to $0.5 million compared to $0.3 million in 2001 due to deferred financing fees incurred when we obtained our new financing in March 2002.

The effective tax rate for continuing operations for the six-month period of 2002 was 30.8%, as compared to 29.4% in 2001. Absent a $0.4 million non-recurring tax benefit recorded for our Canadian operations in the first quarter of 2001, the effective tax rate for the first six-months of 2001 would have been approximately 32.1%. The decrease in the effective tax rate for the six-months of 2002 resulted from less income from tax jurisdictions with higher statutory tax rates.

Restructuring and Other Charges

2001 Restructuring and Other Charges

During the third quarter of 2001, we recognized restructuring and other charges of $1.5 million or $1.0 million net of tax, as disclosed in our Form 10-K report as of December 31, 2001. In 2002, we have paid approximately $0.2 million in cash related to this restructuring. We believe that accrued restructuring costs of $0.1 million as of June 30, 2002 represent our remaining cash obligations.

1999 Restructuring and Other Charges

In 1999, we recognized restructuring and other charges of $19.9 million or $12.5 million, net of tax, as disclosed in our Form 10-K report as of December 31, 2001. In 2002, we have paid approximately $0.1 million in cash related to this restructuring. We anticipate no further obligations related to this restructuring.

Liquidity and Capital Resources

The primary sources of our liquidity for the six-months ended June 30, 2002 were cash on hand at the beginning of the year, $118.5 million from the issuance of our 10.5% Senior Notes, borrowings under our revolving credit facilities and $11.5 million of cash provided by operating activities. We issued the 10.5% Senior Notes and entered into a new revolving credit facility on March 27, 2002 to replace our old revolving credit facility. The primary uses of our funds for the six-month period of 2002 were $98.7 million to repay our revolving credit facilities, $8.4 million of financing fees related to the issuance of our 10.5% Senior Notes and new revolving credit facility, $3.3 million for investments in our property, plant and equipment and $1.0 million related to the mandatory redemption of our preferred stock.

The primary sources of our liquidity for the six months ended July 1, 2001 were cash on hand at the beginning of the year, $17.8 million of cash provided by operations and $11.5 million of borrowings under our revolving credit facility. The primary uses of our funds for the six-month period of 2001 were $17.5 million for investments in our property, plant and equipment and $6.8 million pertaining to Wolverine Ratcliffs, Inc., discontinued in the fourth quarter of 2001.

Net cash provided by continuing operating activities was $11.5 million for the six-month period of 2002 and $17.8 million for the six-month period of 2001. The net reduction in operating cash flows in the six-month period of 2002 was primarily the result of less income in 2002, $9.4 million of income tax refunds received in 2001 and an increase in accounts receivable in 2002 relative to 2001. Operating cash flows improved in 2002 as a result of reductions in inventory levels and an increase in accounts payable.

We have summarized below our payment obligations under the terms of our existing contracts and commercial commitments as of June 30, 2002:


Payments Due or Commitments Expiring In Period:

(In thousands)	2002		2003		2004		2005		After 2005		Total

Contractual Obligations:




Short-term debt	$	895	$	—	$	—	$	—	$	—	$	895




Long-term debt		—		—		—		—		270,227		270,227




Operating leases		3,017		2,546		2,074		1,488		2,655		11,780




Commitments for capital expenditures		791		—		—		—		—		791

Total contractual obligations	$	4,703	$	2,546	$	2,074	$	1,488	$	272,882	$	283,693

Other commercial commitments:




Standby letters of credit	$	1,600	$	3,142		—		—		—	$	4,742

With our new financing in place and with anticipated cash flow from our continuing operations, we believe that we will be able to satisfy our existing working capital needs, interest obligations and capital expenditure requirements. We will also continue to monitor our cash balances and forecasted cash flows and evaluate opportunities to purchase our Senior Notes in the open market. Accordingly, to date in the third quarter of 2002, we have purchased $7.7 million of our 7 3/8% Senior Notes in the open market averaging 88% of face value and an effective yield of 10.2%.

Capital expenditures for continuing operations were $3.3 million in the six-month period of 2002 as compared to $17.5 million in the six-month period of 2001, primarily due to decreased spending under our capital improvement program, Project 21. We currently expect to spend approximately $9 to $12 million for capital items in the year 2002. Our capital expenditures include asset replacement, environmental compliance and asset improvement items.

The ratio of current assets to current liabilities was 3.8 at June 30, 2002 and 3.0 at July 1, 2001.

Environmental

Our facilities and operations are subject to extensive environmental laws and regulations. During the three and six-month periods ended June 30, 2002, we spent approximately $0.5 million and $0.6 million respectively, on environmental matters, which included remediation costs, monitoring costs, and legal and other costs. We have a reserve of $1.4 million for environmental remediation costs which is reflected in our Condensed Consolidated Balance Sheet. Based on currently available information, we believe that the costs of the environmental matters described

below are not reasonably likely to have a material adverse effect on our business, financial condition or results of operations.

Decatur, Alabama

In 1999, we negotiated a new Consent Order under Section 3008(h) of the Resource Conservation and Recovery Act. This order incorporated the Corrective Measures Study, commonly referred to as the CMS, submitted to the EPA regarding a waste burial site at the Decatur, Alabama facility. The order also included an upgrade to an existing chrome ground water remediation system. The CMS proposed current monitoring and site maintenance. The 2002 Annual Groundwater Monitoring and Effectiveness Report submitted to the EPA shows that the area of groundwater plume has receded significantly. The report also shows continued reductions in the concentration level of contamination. Both of these are attributed to the effectiveness of the vacuum enhancement modifications made to the groundwater recovery system.

Part of the ground water contamination plume is underneath a section of property not owned by us. There are monitoring wells and recovery wells on this property. However, these wells have not been activated because the level of contamination currently is below regulated levels. To date, we have not received or been threatened by any claim from the owner of this property. If the owner of this property does make a claim, we could incur additional costs.

On May 31, 2001, the EPA ordered modifications to the previously approved CMS and operations and maintenance plan to include continued monitoring of the burial site and the development of a contingency plan if contamination is detected. In addition, the EPA requested that we have a deed restriction placed on the burial site area to restrict any future development. We filed a deed restriction on 4.35 acres of the 165 acre manufacturing facility site in February 2002. The cost to us to comply with the CMS, as currently approved, is not expected to have an adverse effect on our business, financial condition or results of operations.

In July of 2000, we notified the Alabama Department of Environmental Management that we detected low levels of volatile organic compounds and petroleum hydrocarbons in the ground water at the Decatur, Alabama facility during the expansion of the facility. On June 13, 2001, we received a letter from the department stating that a preliminary assessment would not be conducted until 2002. We expect to further define the extent of any contamination and execute any necessary remedies in conjunction with the department’s forthcoming assessment. We may voluntarily institute a pump and treat system in order to begin remediation of the contamination.

The estimated remaining investigative, monitoring, remedial, legal and other costs related to the environmental matters of our Decatur, Alabama facility are $0.9 million.

Ardmore, Tennessee

On December 28, 1995, we entered into a Consent Order and Agreement with the Tennessee Division of Superfund, or Tennessee Division, relating to the Ardmore, Tennessee facility, under which we agreed to conduct a preliminary investigation on whether volatile organic compounds detected in and near the municipal drinking water supply are related to the Ardmore facility and, if necessary, to undertake an appropriate response. That investigation has revealed contamination, including elevated concentrations of volatile organic compounds, in the soil in

areas of the Ardmore facility and also has revealed elevated levels of certain volatile organic compounds in the shallow residuum ground water zone at the Ardmore facility.

Under the terms of the order, we submitted a Remedial Investigation and Feasibility Study work plan, which was accepted by the Tennessee Division, and we have initiated this work plan. The Tennessee Division approved the Groundwater Assessment Plan as a supplement to the work plan, and additional groundwater sampling to determine the lateral and vertical extent of possible contamination began in July 2000. The data from the ground water assessment, the subsequent risk assessment and a preliminary review of remedial alternatives completed the work plan portion of the project which was submitted to the Tennessee Division on April 26, 2002. The Tennessee Division is evaluating the Remedial Investigation and Feasibility Study and has indicated that they will provide any comments or questions regarding the plan by the end of the third quarter of 2002. On June 13, 2001, we purchased 22 acres immediately north of the Ardmore facility because of the potential migration of ground water contamination to this property. We believe that owning the property will reduce both potential liability and long-term remediation costs. We are proposing to the Tennessee Division that an interim corrective measure be implemented at the facility. The interim measure will consist of a system to extract water and vapors from the areas of highest concentration. The system can be expanded to conduct additional remediation if required. Based on recent testing efforts at the facility and the available information, we preliminarily estimate that it will cost between $0.4 million and $1.5 million to complete the investigation and develop the remediation plans for this site.

The water currently delivered to residents by the municipality is treated prior to human consumption, and thus does not contain volatile organic compounds above acceptable drinking water standards. We do not know whether the municipality may have delivered untreated water to its water consumers. However, due to dilution with non-contaminated water, which we believe occurs in the operation of the municipal well system, we believe that it is unlikely that any consumer was exposed in the past to volatile organic compounds above acceptable drinking water standards. To date, we have not received or been threatened by any claim from the municipality or its residents with respect to the drinking water.

A report of a 1995 EPA site inspection of the Ardmore facility recommended further action for the site. We believe, however, that because the Tennessee Division is actively supervising an ongoing investigation of the Ardmore facility, it is unlikely that the EPA will intervene and take additional action. If the EPA should intervene, however, we could incur additional costs for any further investigation or remedial action required.

Greenville, Mississippi

Following our acquisition of the Greenville, Mississippi facility, a preliminary investigation disclosed certain volatile organic compounds in soil and ground water at the site. We entered into a consent agreement with the Mississippi Department of Environmental Quality on July 15, 1997. We began remediation efforts in the third quarter of 1997 and expected these efforts to last approximately three years. In February 2000, we submitted a report of remediation activities and were granted approval by the Mississippi department to cease active remediation and begin post-closure monitoring. However, there can be no assurance that the department will allow us to permanently discontinue remediation efforts, and operations, maintenance and other expenses of the remediation system may continue for a longer period of time. Through October 3, 1998, applicable costs of testing and remediation required at the Greenville facility had been shared

with the former owners of the facility pursuant to the terms of an escrow agreement established at the time the facility was acquired. Subsequent to October 3, 1998, we released the former owners of the facility from liability related to the remediation of the Greenville facility after receiving a $145,000 settlement payment. We estimate the remaining investigative and remedial costs could total $0.1 million under the remediation plan we adopted, but these costs could increase if additional remediation is required.

The Company has entered into the Mississippi Brownfield Program for industrial site redevelopment. The Company believes that this program will provide for the most regulatory flexibility in reaching a site closure and will assist in eventual disposal of the facility. The Washington County Board of Supervisors voted to approve their participation in the Brownfield agreement. We anticipate long-term monitoring of the site to continue until the concentration of contaminants reach the Mississippi division’s target goals.

Altoona, Pennsylvania

We have entered our Altoona, Pennsylvania facility into the State of Pennsylvania Department of Environmental Protection Act II Program. The program addresses contamination issues related to closed hazardous waste lagoons and oil contamination of soil at this facility. The hazardous waste lagoons were closed in 1982. The program is a voluntary site remediation program, which allows us to direct the site evaluation and any eventual remediation. Preliminary costs are estimated at $0.2 million to complete the investigation phase of the program. Once the investigation phase is completed, a decision on remediation, if any, will be made. Insufficient information exists at this point to estimate any remediation costs or if remediation will be required. It is our position that the previous owner indemnified us for any liability in the matter. We are pursuing this indemnification with Millennium Chemicals, formerly National Distillers, and, therefore, no liability has been recorded as of June 30, 2002.

In 1998, we entered into a consent agreement with the municipality with regard to its wastewater discharge limits. We anticipate that we will be able to resolve the violation of the wastewater discharge limits through the use of wastewater discharge credits from the municipality. However, if this method is unsuccessful, we may have to install equipment that is estimated to cost approximately $0.1 million.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

Certain of the statements and subject areas contained herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are made pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding our goals, beliefs, plans or current expectations, taking into account the information currently available to our management. Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, when we use such words as “anticipate,” “intend,” “expect,” “believe,” “plan,” “may,” “should”, “would” or other words that convey uncertainty of future events or outcome, we are making forward looking statements. All statements which address operating performance, events or developments that we expect or anticipate will occur in the future– including statements relating to operating performance, restructuring strategies, property, plant and equipment expenditures and sources and uses of cash–are forward-looking statements. These forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially

from those stated or implied by such forward-looking statements. We undertake no obligation to publicly release any revision of any forward-looking statements contained herein to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

With respect to expectations of future earnings, operating performance, restructuring strategies, property, plant and equipment expenditures and sources and uses of cash, factors that could affect actual results include, without limitation:

• our significant amount of debt and the restrictive covenants contained in our debt agreements;

• our ability to service our debt and incur additional debt;

• cyclicality, seasonality and weather conditions, which affect the sales of our products;

• the impact of competitive factors in our industry, including the effect of pricing, product lines and other actions taken by our competitors;

• our ability to maintain our relationships with our major customers;

• a reduction in demand for our products;

• our ability to realize the anticipated benefits from our Project 21 capital improvement plan;

• our potential exposure to environmental liabilities;

• economic, political and currency risks relating to our international operations;

• our ability and the ability of our customers to maintain satisfactory relations with union employees;

• our net losses in recent periods and the possibility that we will experience net losses in the future;

• business risks that may arise if we undertake strategic acquisitions in the future;

• extraordinary fluctuations in the markets for raw materials;

• risks to our competitive position from changing technology or the loss of our intellectual property;

• business and economic risks relating to government regulations that impact our industry;

• the mix of our geographic and product revenues;

and various other factors, many of which are beyond our ability to control or predict.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including changes in interest rates, commodity prices and foreign currency rates. Market risk is the potential loss arising from adverse changes in market rates and prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes. In the ordinary course of business, we enter into various types of transactions involving financial instruments to manage and reduce the impact of changes in commodity prices and foreign exchange rates.

Interest Rate Risk

The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The estimated fair value of our total long-term fixed interest rate debt as of June 30, 2002 was $247 million, versus a carrying value of $268 million. The estimated fair market value of our debt is based upon the indicative bid price for our Senior Notes which approximates their trade value. The yield implicit in the value of the 7 3/8% Senior Notes is 10.59% and 10.92% for the 10.5% Senior Notes. A 1% increase from prevailing interest rates would result in a decrease in fair value of this debt by approximately $11 million as of June 30, 2002.

Commodity Price Risk

In connection with the sale of some raw materials, principally copper, we have entered into commodity forward contracts as we deemed appropriate to reduce the risk of price increases with respect to both firm-price sale commitments and anticipated sales. These forward contracts are accounted for in accordance with SFAS No. 133 (subsequently amended by SFAS No. 137 and 138) Accounting For Derivative Instruments and Hedging Activities. As of June 30, 2002, we had entered into contracts hedging the raw material requirements for committed and anticipated future sales through December 2003 having a notional value of $31.7 million. The estimated fair value of these outstanding contracts was approximately $2.1 million as of June 30, 2002. A 10% decline in commodity prices would decrease the estimated fair value of these outstanding contracts by $3.4 million at June 30, 2002.

In April 2002, we entered into commodity forward contracts to sell copper in December 2002 with a notional value of $28.4 million. We entered these forward contracts in order to mitigate the impact of fluctuating copper prices with regard to the valuation of our inventory balances. These forward contracts are marked to market each month and the gains and losses are recorded in cost of goods sold. The estimated fair value of these outstanding contracts was a loss of approximately ($1.2) million as of June 30, 2002. A 10% increase in commodity prices would decrease the estimated fair value of these outstanding contracts by $2.7 million at June 30, 2002.

In connection with the purchase of natural gas, we have entered into commodity futures contracts for natural gas to reduce our risk of future price increases. These contracts are accounted for in accordance with SFAS No. 133 and accordingly, realized gains and losses are recognized when the hedged natural gas purchases occur and are recognized in cost of goods sold. Unrealized gains and losses are

recognized as a component of other comprehensive income. As of June 30, 2002, we had commodity futures contracts to purchase natural gas for the period August 2002 through December 2002 with a notional amount of $1.1 million and an unrealized gain of $0.2 million, based on futures prices as of June 30, 2002. The effect of a 10% decline in commodity prices as of June 30, 2002 for these futures contracts would result in a potential loss in fair value of approximately $0.1 million.

Foreign Currency Risk

Some of our operations use foreign exchange forwards to hedge fixed purchase and sales commitments denominated in a foreign currency. Our foreign currency exposures relate primarily to nonfunctional currency assets and liabilities denominated in euros and British pounds. We do not enter into forward exchange contracts for trading purposes. Realized gains and losses on the contracts are included in other income and expense. As of June 30, 2002, we had forward exchange contracts outstanding to purchase foreign currency with a notional amount of $0.5 million and to sell foreign currency with a notional amount of $0.7 million. As of June 30, 2002, we had an unrealized loss of $0.1 million associated with these forward contracts. The potential loss in fair value for these forward contracts from a hypothetical 10.0% adverse change in quoted foreign currency exchange rates would be approximately $0.1 million.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There were no material legal proceeding developments during the three-month period ended June 30, 2002.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 23, 2002, the Company held its Annual Meeting of Stockholders. The matters voted on at the meeting and the results of those votes are as follows:

1. Election of Directors.


	Votes For		Votes Withheld

Gail O. Neuman		11,414,771		124,922




James E. Deason		8,361,283		3,178,410




Thomas P. Evans		11,414,880		124,813

2. Appointment of Ernst & Young LLP as Independent Auditors.


Votes For	Votes Against		Votes Abstained

11,408,095		125,723		5,875

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits


10.1		Wolverine Tube, Inc. Supplemental Benefit Restoration Plan (Amended and Restated Effective as of January 1, 2002)




10.2		Wolverine Tube, Inc. 2002 Supplemental Executive Retirement Plan (Effective as of January 1, 2002)




10.3		2002 Change in Control, Severance and Non-Competition Agreement by and between Wolverine Tube, Inc. and Dennis J. Horowitz dated as of July 12, 2002.




10.4		2002 Change in Control, Severance and Non-Competition Agreement by and between Wolverine Tube, Inc. and James E. Deason dated as of July 12, 2002.




10.5		2002 Change in Control, Severance and Non-Competition Agreement by and between Wolverine Tube, Inc. and Johann R. Manning, Jr. dated as of July 12, 2002.






10.6		2002 Change in Control, Severance and Non-Competition Agreement by and between Wolverine Tube, Inc. and Keith Weil dated as of July 12, 2002.




99.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




99.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

A current report on Form 8-K was filed on April 18, 2002 related to the Company’s closing on a private offering of $120 million principal amount of 10.5% Senior Notes due 2009.

A current report on Form 8-K was filed August 9, 2002 related to the results for the second quarter of 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

WOLVERINE TUBE, INC.

By: /s/ James E. Deason

Name:
Title: James E. Deason
Executive Vice President, Chief Financial Officer,
Secretary and Director

Dated: August 14, 2002

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•		our significant amount of debt and the restrictive covenants contained in our debt agreements;

•		our ability to service our debt and incur additional debt;

•		cyclicality, seasonality and weather conditions, which affect the sales of our products;

•		the impact of competitive factors in our industry, including the effect of pricing, product lines and other actions taken by our competitors;

•		our ability to maintain our relationships with our major customers;

•		a reduction in demand for our products;

•		our ability to realize the anticipated benefits from our Project 21 capital improvement plan;

•		our potential exposure to environmental liabilities;

•		economic, political and currency risks relating to our international operations;

•		our ability and the ability of our customers to maintain satisfactory relations with union employees;

•		our net losses in recent periods and the possibility that we will experience net losses in the future;

•		business risks that may arise if we undertake strategic acquisitions in the future;

•		extraordinary fluctuations in the markets for raw materials;

•		risks to our competitive position from changing technology or the loss of our intellectual property;

•		business and economic risks relating to government regulations that impact our industry;

•		the mix of our geographic and product revenues;

		On May 23, 2002, the Company held its Annual Meeting of Stockholders. The matters voted on at the meeting and the results of those votes are as follows:

1.		Election of Directors.

	(b)		Reports on Form 8-K

			A current report on Form 8-K was filed on April 18, 2002 related to the Company’s closing on a private offering of $120 million principal amount of 10.5% Senior Notes due 2009.

			A current report on Form 8-K was filed August 9, 2002 related to the results for the second quarter of 2002.


WOLVERINE TUBE, INC.









By:		/s/ James E. Deason

Name: Title:		James E. Deason Executive Vice President, Chief Financial Officer, Secretary and Director









Dated:		August 14, 2002