8-K

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): June 2, 2011

MUELLER INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	1-6770 (Commission File Number)		25-0790410 (I.R.S. Employer Identification No.)
8285 Tournament Drive, Suite 150 Memphis, Tennessee (Address of principal executive offices)		38125 (Zip code)

(901) 753-3200

(Registrant’s telephone number including area code)

N/A

(Former name and former address, if changed since last report)

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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 2, 2011, Mueller Industries, Inc. (the “Company”) submitted a non-binding, preliminary bid letter (the “Bid Letter”) to United Copper Industries, Inc. (“UCI”) and Industrias Unidas, S.A. de C.V. expressing interest in the purchase of certain assets owned directly and/or indirectly by UCI (the “Proposed Transaction”).  The Proposed Transaction would include among other things: (i) the purchase of assets and rights primarily relating to, or used or held in connection with, the production of copper goods at a facility located in Reading, Pennsylvania (the “Reading Facility”); and (ii) certain intellectual property used in connection with the sale of products manufactured at the Reading Facility (collectively, the “Purchased Assets”).  The Bid Letter provides that the Company, based on the limited information it currently possesses, would be prepared to pay cash consideration for the Purchased Assets in the range of $35,000,000 to $50,000,000.  Following satisfactory completion of due diligence, the Company’s cash consideration parameters may change.  The Proposed Transaction would be financed with cash on hand, and is not contingent upon receipt of consent by any third-party lender.

In addition, the Bid Letter expresses the Company’s non-binding, preliminary interest in the acquisition of certain additional assets and rights, including intellectual property rights, relating to the production and sale of electrical building wire at a facility located in Denton, Texas.  The Company would be prepared to discuss a mutually acceptable cash purchase price for such facility.

The summary of the Bid Letter contained herein is qualified in its entirety by the terms of the Bid Letter, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number	Description

99.1 Bid Letter sent to United Copper Industries, Inc. and Industrias Unidas, S.A. de C.V., dated June 2, 2011.

1 

SIGNATURES

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, thereunto duly authorized.

                      MUELLER INDUSTRIES, INC.

By:­ /s/ Gary C. Wilkerson                          

                    Name: Gary C. Wilkerson

                    Title:   Vice President,

                                General Counsel & Secretary

Date:  June 3, 2011

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EX-99.1

June 2, 2011

VIA FEDEX

Mr. Thomas Blanchard

President and Chief Executive Officer

United Copper Industries, Inc.

c/o Cambridge-Lee Holdings, Inc.

86 Tube Drive

Reading, Pennsylvania 19605

Mr. Carlos Peralta

Industrias Unidas, S.A. de C.V.

Av Reforma, No. 2608

Col. Lomas Altas, C.P. 11950

México D.F.

Dear Messrs. Peralta and Blanchard:

Mueller Industries, Inc. (“Mueller”) would like to express its strong interest in acquiring (the “Proposed Transaction”) certain assets owned directly or indirectly by United Copper Industries, Inc. (“UCI”) and is pleased to submit the following preliminary, non-binding indication of interest for such assets.  The Proposed Transaction includes the purchase of assets and rights primarily relating to, or used or held in connection with, the production of copper goods at a facility located in Reading, Pennsylvania (the “Reading Facility”), as well as certain intellectual property used in connection with the sale of products manufactured at the Reading Facility (collectively, the “Purchased Assets”).

We believe that Mueller is uniquely positioned to offer UCI full and fair value in a 100% cash acquisition of the Purchased Assets.  Given our significant presence in the copper industry and the commitment of key members of our management to the Proposed Transaction, we believe the Proposed Transaction can be consummated with speed, certainty and value.

The principal terms of our proposal are as follows:

1.Consideration:  The cash consideration that Mueller would be prepared to pay for the Purchased Assets is $35,000,000 to $50,000,000, based on the limited information Mueller currently possesses.  Following satisfactory completion of due diligence, our cash consideration parameters may change.

In addition, Mueller is interested in acquiring certain additional assets and rights, including intellectual property rights, relating to the production and sale of electrical building wire at a facility located in Denton, Texas, and Mueller would be prepared to discuss a mutually acceptable cash purchase price for such facility.

Messrs. Peralta and Blanchard

June 2, 2011

Page 2 of 2

2.No Financing Contingency:  Mueller intends to finance the Proposed Transaction with cash on hand, and our proposal is not contingent upon receipt of consent by any third-party lender.  Mueller Industries, Inc. is traded on the New York Stock Exchange (MLI), with a current equity market capitalization of over $1.38 billion, annual worldwide sales in 2010 in excess of $2 billion and cash and cash equivalents in excess of $400 million as of the end of the first quarter of 2011.

3.Purchased Assets and Excluded Liabilities:  Upon completion of the Proposed Transaction, Mueller would acquire, directly or indirectly, the Purchased Assets, including the following: (a) any and all materials, fixtures, machinery and real property used or owned by UCI in connection with the conduct of its business at the Reading Facility; and (b) any and all intellectual property rights related to the production, branding and marketing of goods produced at the Reading Facility.  UCI would retain all pre-closing liabilities associated with the conduct of UCI’s operations at the Reading Facility (Mueller currently intends to assume, either directly or indirectly, UCI’s obligations to certain individuals employed at the Reading Facility).

4.Non-Binding Effect:  This letter does not constitute an offer and is not intended to create a binding or enforceable contract, obligation or commitment, and no party would have any obligation to any other party or any other person with respect to any transaction until the execution of a mutually satisfactory, definitive asset purchase agreement by the parties thereto.  Mueller is free to terminate discussions and negotiations with respect to the Proposed Transaction at any time without any obligation or liability.

The Proposed Transaction is a top priority for Mueller, and we and our advisors are prepared and highly motivated to work with UCI and its financial and legal advisors to consummate a successful transaction.  We are enthusiastic about the prospect of acquiring the Purchased Assets and look forward to hearing from you.  Please contact Gregory L. Christopher, our CEO, or me at (901) 751-7716.

Very truly yours,

/s/ Harvey L. Karp                      

Harvey L. Karp

Chairman of the Board of Directors

Mueller Industries, Inc.