SC 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VJtnpG41/dDvOKjrdxWCdMNDtb1NuYw4cN4pfi++leHwY4cBSdKNajohDyJL/pUF MMFIwb1AL/+TkIkITr16uQ== 0000950123-09-002563.txt : 20090212 0000950123-09-002563.hdr.sgml : 20090212 20090212142110 ACCESSION NUMBER: 0000950123-09-002563 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: KBC ASSET MANAGEMENT NV GROUP MEMBERS: KBC BANK NV GROUP MEMBERS: KBC GROUP NV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mueller Water Products, Inc. CENTRAL INDEX KEY: 0001350593 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 203547095 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82047 FILM NUMBER: 09593860 BUSINESS ADDRESS: STREET 1: 1200 ABERNATHY RD STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 770-206-4200 MAIL ADDRESS: STREET 1: 1200 ABERNATHY RD STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Mueller Holding Company, Inc. DATE OF NAME CHANGE: 20060123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KBC Asset Management Ltd. CENTRAL INDEX KEY: 0001410251 IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: JOSHUA DAWSON HOUSE STREET 2: DAWSON STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 438 4492 MAIL ADDRESS: STREET 1: JOSHUA DAWSON HOUSE STREET 2: DAWSON STREET CITY: DUBLIN STATE: L2 ZIP: 2 SC 13G/A 1 y74582esc13gza.htm AMENDMENT TO SCHEDULE 13G SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Mueller Water Products, Inc.

(Name of Issuer)

Series A Common Stock, par value $0.01 per share

(Title of Class of Securities)

624758108

(CUSIP Number)

January 28, 2009

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		624758108	13G	Page		2		of		11


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KBC Asset Management Ltd.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ireland

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,189,923 shares of Series A Common Stock

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			3,189,923 shares of Series A Common Stock

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,189,923 shares of Series A Common Stock

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 2.8% as of 1/28/09 (based on 115,611,192 shares of Series A Common Stock issued and outstanding, per Form 10-Q dated 2/09/09)* * On January 28, 2009, the issuer’s stockholders approved the conversion of each share of the issuer’s Series B common stock into one share of Series A common stock, increasing the total number of shares of Series A common stock outstanding to 115,611,192.

12.	TYPE OF REPORTING PERSON

	IA

Page 2 of 11


CUSIP No.		624758108	13G	Page		3		of		11


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KBC Group NV


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Belgium

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,189,923 shares of Series A Common Stock

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			3,189,923 shares of Series A Common Stock

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,189,923 shares of Series A Common Stock

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 2.8% as of 1/28/09 (based on 115,611,192 shares of Series A Common Stock issued and outstanding, per Form 10-Q dated 2/09/09)* * On January 28, 2009, the issuer’s stockholders approved the conversion of each share of the issuer’s Series B common stock into one share of Series A common stock, increasing the total number of shares of Series A common stock outstanding to 115,611,192.

12.	TYPE OF REPORTING PERSON

	HC

Page 3 of 11


CUSIP No.		624758108	13G	Page		4		of		11


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KBC Asset Management NV


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Belgium

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,189,923 shares of Series A Common Stock

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			3,189,923 shares of Series A Common Stock

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,189,923 shares of Series A Common Stock

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 2.8% as of 1/28/09 (based on 115,611,192 shares of Series A Common Stock issued and outstanding, per Form 10-Q dated 2/09/09)* * On January 28, 2009, the issuer’s stockholders approved the conversion of each share of the issuer’s Series B common stock into one share of Series A common stock, increasing the total number of shares of Series A common stock outstanding to 115,611,192.

12.	TYPE OF REPORTING PERSON

	IA/HC

Page 4 of 11


CUSIP No.		624758108	13G	Page		5		of		11


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KBC Bank NV


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Belgium

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,189,923 shares of Series A Common Stock

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			3,189,923 shares of Series A Common Stock

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,189,923 shares of Series A Common Stock

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 2.8% as of 1/28/09 (based on 115,611,192 shares of Series A Common Stock issued and outstanding, per Form 10-Q dated 2/09/09)* * On January 28, 2009, the issuer’s stockholders approved the conversion of each share of the issuer’s Series B common stock into one share of Series A common stock, increasing the total number of shares of Series A common stock outstanding to 115,611,192.

12.	TYPE OF REPORTING PERSON

	BK/HC

Page 5 of 11


CUSIP No.		624758108	13G	Page		6		of		11


Item 1(a)		Name of Issuer: Mueller Water Products, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		1200 Abernathy Road, NE Suite
		Atlanta, GA 30328

Item 2(a)		Name of Person Filing
Item 2(b)		Address of Principal Business Office
Item 2(c)		Citizenship


		KBC Asset Management Ltd.
		Joshua Dawson House
		Dawson Street
		Dublin 2
		Ireland

		KBC Group NV
		Havenlaan 2
		1080 Brussels
		Belgium

		KBC Asset Management NV
		Havenlaan 2,
		1080 Brussels
		Belgium

		KBC Bank NV
		Havenlaan 2,
		1080 Brussels
		Belgium


2(d)	Title of Class of Securities:

		Series A Common Stock, par value $0.01 per share

2(e)	CUSIP Number: 624758108


Item 3		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


	(a)	o Broker or dealer registered under Section 15 of the Exchange Act;

	(b)	o Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)	o Insurance company as defined in Section 3(a)(19) of the Exchange Act;

Page 6 of 11


CUSIP No.		624758108	13G	Page		7		of		11


	(d)	o Investment company registered under Section 8 of the Investment Company Act;

	(e)	o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)	o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

	(j)	o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


		If this statement is filed pursuant to Rule 13d-1(c), check this box: þ

Item 4		Ownership:

	(a)	Amount beneficially owned:

	Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

	(b)	Percent of Class:

	Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.

(ii)

shared power to vote or to direct the vote:

Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

(iii)

sole power to dispose or to direct the disposition of:

Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.

Page 7 of 11


CUSIP No.		624758108	13G	Page		8		of		11

(iv)

shared power to dispose or to direct the disposition of:

Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.


Item 5		Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.


Item 6		Ownership of More than Five Percent on Behalf of Another Person:

		Not Applicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

		Not Applicable.

Item 8		Identification and Classification of Members of the Group:

		Not Applicable.

Item 9		Notice of Dissolution of Group:

		Not Applicable.

Item 10		Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 11


CUSIP No.		624758108	13G	Page		9		of		11

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 12^th day of February, 2009.



KBC Group NV			KBC Asset Management NV

By:	/s/ Noel O’Halloran		By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran		Name:	Noel O’Halloran
	Its:	Executive Director and Chief Investment Officer of KBC Asset Management Ltd.		Its:	Executive Director and Chief Investment Officer of KBC Asset Management Ltd.

KBC Asset Management Ltd.			KBC Bank NV

By:	/s/ Noel O’Halloran		By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran		Name:	Noel O’Halloran
	Its:	Executive Director and Chief Investment Officer		Its:	Executive Director and Chief Investment Officer of KBC Asset Management Ltd.

Page 9 of 11


CUSIP No.		624758108	13G	Page		10		of		11

INDEX TO EXHIBITS


Exhibit No.		Exhibit

99.1		Joint Filing Agreement

99.2		Declaration Granting Officer Authority

Page 10 of 11

EX-99.1 2 y74582eexv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1


CUSIP No.		624758108	13G	Page		11		of		11

EXHIBIT 99.1

February 12, 2009

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, KBC GROUP NV, KBC ASSET MANAGEMENT NV, KBC ASSET MANAGEMENT LTD., KBC BANK NV each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.



KBC GROUP NV
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran
	Its:	Executive Director and Chief Investment Officer of KBC Asset Management Ltd.

KBC ASSET MANAGEMENT NV
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran
	Its:	Executive Director and Chief Investment Officer of KBC Asset Management Ltd.

KBC ASSET MANAGEMENT LTD.
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran
	Its:	Executive Director and Chief Investment Officer

KBC BANK NV
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran
	Its:	Executive Director and Chief Investment Officer of KBC Asset Management Ltd.

Page 11 of 11

EX-99.2 3 y74582eexv99w2.htm EX-99.2: DECLARATION GRANTING OFFICER AUTHORITY EX-99.2

Exhibit 99.2

DECLARATION : GRANTING AN OFFICER OF
KBC ASSET MANAGEMENT LTD

AUTHORITY TO SIGN AND FILE THE REQUIRED DISCLOSURES WITH
THE SEC ON BEHALF OF
KBC BANK AND KBC GROUP

IN RELATION TO THE FOLLOWING STOCK:
Mueller Water MWA US

We, the undersigned, signing on behalf of KBC Bank NV. and KBC Group NV (“the entities”), hereby grant Noel O’Halloran an officer of KBC Asset Management Ltd (Title: Executive Director and Chief Investment Officer of KBC Asset Management Ltd), permission to sign on behalf of” the aforementioned entities, relating to the filing of Securities Exchange Commission (SEC) forms, disclosing that;

•		the KBC Asset Management Ltd and KBC Asset Management NV controlled holding in the aforementioned US listed security

•		Plus the holdings controlled by the aforementioned entities

Represents over 5% of the outstanding shares of that specific stock.

This permission relates to the above mentioned security, and the filing of reports in relation to:

•		Holding >5% of shares outstanding — SEC SCHEDULE 13G .(Rule 13d-102) [Information Statement Pursuant to Rules 13d-l and 13d-2 Under the Securities Exchange Act of 1934]

•		Holding > 10% of shares outstanding — All additional SEC required filings, including but not limited to FORM 3 [Initial Statement Of Beneficial Ownership Of Securities Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934], and including the obtaining of CIK codes, for access to the SEC EDGAR system for filing on behalf of the entities.

Signed For


KBC Bank		KBC Group

/s/ Herman Agneessens		/s/ Herman Agneessens

Herman Agneessens Executive Director		Herman Agneessens Executive Director

/s/ Frans Florquin		/s/ Frans Florquin

Frans Florquin Executive Director		Frans Florquin Executive Director

DECLARATION : GRANTING AN OFFICER OF
KBC ASSET MANAGEMENT LTD

AUTHORITY TO SIGN AND FILE THE REQUIRED DISCLOSURES WITH
THE SEC ON BEHALF OF
KBC ASSET MANAGEMENT NV

IN RELATION TO THE FOLLOWING STOCK:
Mueller Water MWA US

I, the undersigned, signing on behalf of KBC Asset Management NV (“the entity”), hereby grant Noel O’Halloran an officer of KBC Asset Management Ltd (Title: Executive Director and Chief Investment Officer of KBC Asset Management Ltd), permission to sign on behalf of the aforementioned entity, relating to the filing of Securities Exchange Commission (SEC) forms, disclosing that:

•

the KBC Asset Management Ltd and KBC Asset Management NV controlled holding in the aforementioned US listed security

Represents over 5% of the outstanding shares of that specific stock.

This permission relates to the above mentioned security, and the filing of reports in relation to:

•		Holding >5% of shares outstanding — SEC SCHEDULE 13G (Rule 13d-102) [Information Statement Pursuant to Rules 13d-l and 13d-2 Under the Securities Exchange Act of 1934]

•		Holding > 10% of shares outstanding — All additional SEC required filings, including but not limited to FORM 3 [Initial Statement Of Beneficial Ownership Of Securities Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934], and including the obtaining of CIK codes, for access to the SEC EDGAR system for filing on behalf of the entity.

Signed for KBC Asset Management NV



/s/ Ignace Van Oortegem		/s/ Stefan Duchateau

Ignace Van Oortegem		Stefan Duchateau
Executive Director		Chairman of the Executive Committee
18 October 2007		18 October 2007

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