UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2004
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MUELLER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6770 25-0790410
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(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
8285 Tournament Drive
Suite 150 38125
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Memphis, Tennessee Zip Code
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(Address of principal
executive offices)
Registrant's telephone number, including area code: (901) 753-3200
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Registrant's Former Name or Address, if changed since last report: N/A
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
The information included in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On October 26, 2004, Mueller Industries, Inc., a Delaware corporation (the
"Company"), entered into an Indenture, dated as of October 26, 2004, between the
Company and SunTrust Bank, as trustee (the "Trustee"), relating to the Company's
issuance of up to $320,000,000 of the Company's 6% Subordinated Debentures due
2014 (the "Debentures") as part of the special dividend (the "Special Dividend")
on the Company's common stock ("Common Stock"). The Special Dividend consisted
of $6.50 in cash and $8.50 in principal amount of the Debentures per share of
Common Stock and was payable to holders of record of the Common Stock as of the
close of business on October 12, 2004. The Company issued $308,020,000 principal
amount of Debentures in connection with the Special Dividend.
The Debentures bear interest at a rate of 6% per annum and mature on
November 1, 2014. Interest on the Debentures is payable on May 1 and November 1
of each year (commencing on May 1, 2005), to holders of record on the preceding
April 15 and October 15. Interest on the Debentures will be calculated on the
basis of a 360-day year consisting of 12 months of 30 days each. The Debentures
are subordinated to all of the Company's senior indebtedness. The Debentures are
callable at the option of the Company, in whole or in part, at any time or from
time to time, subject to declining call premiums during the first five years.
The Indenture provides that events of default include: failure to pay
interest on any Debenture when due and payable and such failure continues for 30
days; failure to pay principal of or premium, if any, on any Debenture when due
and payable; failure by the Company to comply for 60 days after notice with its
other covenants and agreements contained in the Indenture; and certain events of
bankruptcy, insolvency or reorganization of the Company. If an event of default
has occurred and is continuing, the Trustee or the holders of at least 25% in
principal amount of the outstanding Debentures may declare the principal of and
accrued and unpaid interest, if any, on all the Debentures to be due and
payable.
Item 9.01. Financial Statements and Exhibits.
4.1 Indenture, dated as of October 26, 2004, by and between Mueller
Industries, Inc. and SunTrust Bank, as trustee.
4.2 Form of 6% Subordinated Debenture due 2014 (included in Exhibit 4.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized, on October 29, 2004.
MUELLER INDUSTRIES, INC.
By: /s/ Kent A. McKee
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Name: Kent A. McKee
Title: Vice-President and Chief
Financial Officer
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Exhibit Index
Exhibit No. Description
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4.1 Indenture, dated as of October 26, 2004, by and between Mueller
Industries, Inc. and SunTrust Bank, as trustee.
4.2 Form of 6% Subordinated Debenture due 2014 (included in Exhibit
4.1).