-----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, PvMW9T2aDmt/8NLimDM4J+AKqaAdgD/uLQaPEttXO6pb7NfZk3g2iKlSeqw9cdmT 8qMxbKFoK69ei34F/6eLrA== 0000089439-08-000011.txt : 20080326 0000089439-08-000011.hdr.sgml : 20080326 20080326111458 ACCESSION NUMBER: 0000089439-08-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080326 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080326 DATE AS OF CHANGE: 20080326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUELLER INDUSTRIES INC CENTRAL INDEX KEY: 0000089439 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 250790410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06770 FILM NUMBER: 08711048 BUSINESS ADDRESS: STREET 1: SUITE 150 STREET 2: 8285 TOURNAMENT DRIVE CITY: MEMPHIS STATE: TN ZIP: 38125 BUSINESS PHONE: (901)753-3200 MAIL ADDRESS: STREET 1: SUITE 150 STREET 2: 8285 TOURNAMENT DRIVE CITY: MEMPHIS STATE: TN ZIP: 38125 FORMER COMPANY: FORMER CONFORMED NAME: SHARON STEEL CORP DATE OF NAME CHANGE: 19910103 8-K 1 mli8k326.txt CURRENT REPORT ON FORM 8-K DATED MARCH 26, 2008 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): March 26, 2008 ------------------ MUELLER INDUSTRIES, INC. ------------------------ (Exact name of registrant as specified in its charter) Delaware 1-6770 25-0790410 -------- ------ ---------- (State or other (Commission File (IRS Employer jurisdiction Number) Identification No.) of incorporation) 8285 Tournament Drive Suite 150 Memphis, Tennessee 38125 ------------------ ----- (Address of principal Zip Code executive offices) Registrant's telephone number, including area code: (901) 753-3200 -------------- Registrant's Former Name or Address, if changed since last report: N/A --- 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)) -1- Item 7.01 Regulation FD Disclosure On March 26, 2008, Mueller Industries, Inc. mailed a letter to its stockholders, customers & employees a copy of which is attached as Exhibit 99.1. Mueller Industries, Inc. does not intend for this Item 7.01 or Exhibit 99.1 to be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Letter to Stockholders, Customers & Employees -2- SIGNATURE 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. MUELLER INDUSTRIES, INC. By: /s/ Kent A. McKee ------------------- Name: Kent A. McKee Title: Executive Vice President and Chief Financial Officer Date: March 26, 2008 -3- Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Letter to Stockholders, Customers & Employees EX-99 2 shareltr.txt LETTER TO STOCKHOLDERS, CUSTOMERS & EMPLOYEES EXHIBIT 99.1 To Our Stockholders, Customers & Employees Mueller's results for 2007 were gratifying, considering the sharp decline in the housing market and the turbulence in the sub-prime mortgage market. Net income was $115.5 million, or $3.10 per diluted share, compared with $148.9 million, or $4.00 per share for the year 2006. Net sales in 2007 totaled $2.70 billion, compared with $2.51 billion the year before. The sales increase was largely due to the acquisition of Extruded Metals, Inc. (Extruded) in February of 2007, and the increase in the price of copper, our principal raw material. The average price of copper in 2007 was $3.22 per pound, or 4% higher than in 2006. Housing starts in 2007 declined by 24.8%, following a decline of 12.9% the prior year. We may see an additional decline in starts in 2008 as inventories of new and existing unsold homes are at a high level and builders remain cautious. On a positive note, in 2007, the private non-residential construction market continued its upward trend and grew by 18.3%. Operations Although shipment volumes in our core products of copper tube and brass rod (excluding Extruded's volume) declined over 15% from 2006, we posted operating income of $191.6 million in 2007. The volume declines we experienced were comparable to overall industry reductions due to lower demand. We are pleased with the results of Extruded. Our expectations have been met and we are moving forward with plans to combine operations and activities to leverage our two brass rod mills. As we move forward with implementation, benefits will accrue. Our manufacturing operations were challenged with significant fluctuations in demand due to the economic downturn as well as continued volatility of copper prices which ranged from a low of $2.58 per pound in January to a high of $3.62 per pound in July. We handled the U.S. changes with a more effective response than was the case in Europe and China. We are reviewing our options to address the impact of such volume fluctuation. We expect to implement measures to improve productivity and asset utilization. Finally, our commercial tube initiative has been recalibrated due to general business conditions. We will continue to seek opportunities to secure a firm position in this niche market. As expected with improved management, our North American Trading operations exceeded the previous year's results. We believe opportunities exist to continue this improvement trend with better penetration in wholesale markets as well as maintaining significant presence within the retail channel. 1 Production of ABS plastic pipe began at our Ontario, California facility. Volume and margins have been significantly below expectations due to the severe decline in residential construction in California, Arizona, and Nevada. We're convinced, however, that when these markets improve, our geographic location and cost structure will prove to be a competitive advantage. Financial Condition Our financial position remains strong. With over $300 million in cash at year end and an untapped credit facility of $200 million, we have the financial wherewithal to take advantage of business and growth opportunities. Our capitalization remains conservative at 33 percent debt to total capital. Our operations in 2007 generated $185.8 million of cash flow. Total capital expenditures were $29.9 million during 2007. For 2008, we expect our capital expenditure opportunities will focus on consolidation, centralization, and standardization ensuring that we remain among the low-cost providers of our products. Business Outlook The year 2008 will be challenging as the national economy has slowed down and the housing market continues to contract. However, the U.S. economy has proven to be remarkably resilient, and we believe that later this year the housing market will bottom out and then gradually start to improve. Also, we anticipate that our non-residential businesses, which constitute a significant portion of our total, will have another good year in 2008. Mueller is well positioned to take advantage of opportunities in our marketplace. On average, we have made one or more acquisitions per year over the past decade. We will continue our quest to acquire sound companies which are compatible with our core businesses. Closing In October, 2007, Greg Christopher, 45 years old, was appointed Chief Operating Officer. Greg has been with Mueller for over 15 years and has excelled at the assignments he's undertaken. He has our full confidence and support. In January, 2008, Scott Goldman, 55 years old, was named a director of our company. Scott is an expert in communications technology and has broad management experience. We welcome him to our Board. Also, Larry Stoddard, 48 years old, was appointed President of our Standard Products Division in February of 2008. Larry is an industry veteran who will bring experience and market knowledge that will be important as we seek to broaden our product offerings and strengthen our position in the marketplace. 2 The undersigned, Bill O'Hagan, Chief Executive Officer, is pleased to report that after treatment my lung cancer is in remission. I remain active as CEO, although rehabilitation regimen may require absences from time to time. I will keep you informed of my progress. The key to Mueller's success is the dedication, enthusiasm and initiative of our employees. We extend our thanks and appreciation to them for the results achieved in the past year. Sincerely, /s/ HARVEY L. KARP HARVEY L. KARP CHAIRMAN OF THE BOARD /s/WILLIAM D. O'HAGAN WILLIAM D. O'HAGAN PRESIDENT AND CHIEF EXECUTIVE OFFICER March 7, 2008 3 -----END PRIVACY-ENHANCED MESSAGE-----