0000899140-13-000141.txt : 20130214 0000899140-13-000141.hdr.sgml : 20130214 20130214140517 ACCESSION NUMBER: 0000899140-13-000141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130211 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 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: 13611225 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 m8984746a.htm CURRENT REPORT m8984746a.htm
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):                                        February 14, 2013

     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 of
Number)
      Identification No.)
incorporation)
    


 
  8285 Tournament Drive, Suite 150
  
 
       Memphis, Tennessee          
     38125    
 
(Address of principal executive offices)
(Zip Code)
     
     
 
Registrant’s telephone number, including area code:
(901) 753-3200


Not Applicable
(Former name or 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:
 
 
  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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On February 14, 2013, Mueller Industries, Inc. (the “Company”) and Gregory L. Christopher, its Chief Executive Officer, executed an amendment to Mr. Christopher’s employment agreement (the “Amendment”). At the request of Mr. Christopher and without any additional consideration, the Amendment eliminates his right to receive excise tax gross-up payments in the event that excise taxes would be imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or any other similar tax would be imposed. 

The description of the Amendment to Mr. Christopher’s employment agreement set forth herein is qualified in its entirety by the copy of the Amendment filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits:

10.1           Amendment No. 1 to Amended and Restated Employment Agreement by and between the Company and Gregory L. Christopher, dated February 14, 2013.
 

 


 
- 2 - 
 

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 hereunto duly authorized.
 

 
 
MUELLER INDUSTRIES, INC.
     
     
 
By: /s/ Gary C. Wilkerson            
  Name:  Gary C. Wilkerson
 
Title:    Vice President, General Counsel and Secretary
Date:  February 14, 2013

 
- 3 - 
 

Exhibit Index

Exhibit No.
Description
 
10.1
Amendment No. 1 to Amended and Restated Employment Agreement by and between the Company and Gregory L. Christopher, dated February 14, 2013.
 
 
 
  - 4 -

 EX-10.1 2 m8984746b.htm AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT m8984746b.htm
MUELLER INDUSTRIES, INC.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Employment Agreement (the “Employment Agreement”), dated October 30, 2008, by and between Mueller Industries, Inc. (the “Company”) and Gregory L. Christopher (the “Employee”) is entered into as of this 14th day of February 2013, to be effective as of the date hereof.
 
WHEREAS, the Company and the Employee are parties to the Employment Agreement; and
 
WHEREAS, each of the Company and the Employee wish to amend the Employment Agreement.
 
NOW, THEREFORE, the Employment Agreement is hereby amended as follows (with terms not otherwise defined in this Amendment having the same meaning as set forth in the Employment Agreement):
 
1. Amendment to the Employment Agreement.  Section 6 of the Employment Agreement shall be deleted in its entirety and replaced with the following:
 
“[Intentionally Omitted]”.
 
2. Ratification and Confirmation.  To the extent not amended hereby, the Employment Agreement is hereby ratified and confirmed in all respects and shall continue with full force and effect in accordance with its terms.
 
3. Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without reference to principles of conflict of laws.
 
4. Headings.  Section headings are for convenience only and shall not be considered a part of this Amendment.
 
*           *           *
 
[Signature Page Follows]
 

 
 
 

IN WITNESS WHEREOF, this Amendment has been entered into as of the date first set forth above.
 

 
 
EMPLOYEE
 
 
 
/s/ Gregory L. Christopher   
 
Gregory L. Christopher
 
 
 
 
MUELLER INDUSTRIES, INC.
 
   
 
/s/ Gary C. Wilkerson     
 
By:  Gary C. Wilkerson
 
Title: Vice President, General Counsel and Secretary
 
 
[Signature Page to Amendment No. 1 to Amended and Restated Employment Agreement]