-----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, NrikmnBAJwBaz8rN86ukLNw2SGx9WkbeXdhKIkXKQ6E9Q7JEXvNenZCb0mAhPhJR BVzgKfUSZBSarU76PEJ16g== 0001275287-05-000633.txt : 20050218 0001275287-05-000633.hdr.sgml : 20050218 20050218103112 ACCESSION NUMBER: 0001275287-05-000633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050218 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050218 DATE AS OF CHANGE: 20050218 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: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06770 FILM NUMBER: 05626046 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 mi2086.txt ================================================================================ 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 18, 2005 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)) ================================================================================ Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On February 17, 2005, the Company expanded its Board of Directors to seven members and appointed Mr. Alexander P. Federbush as a new member. The Board has determined that Mr. Federbush meets the independence requirements of the New York Stock Exchange listing standards. There is no arrangement or understanding between Mr. Federbush and any other persons pursuant to which he was elected as a director. Mr. Federbush has no business relationships with the Company. The Company's Board Committees are composed as follows: Audit Committee members are Messrs. John Fulvio (Chair), Gary S. Gladstein, and Terry Hermanson. Nominating and Corporate Governance Committee members are Messrs. Gladstein (Chair), Federbush, and Fulvio. Compensation Committee members are Messrs. Hermanson (Chair), Federbush, and Fulvio. The Company's press release dated February 18, 2005, announcing the appointment of Mr. Federbush is attached as Exhibit 99.1. Item 8.01. Other Events. On February 18, 2005, the Registrant issued a press release announcing that its Board of Directors has declared a regular quarterly dividend of 10 cents per share on its common stock. The dividend will be payable March 15, 2005, to shareholders of record on March 1, 2005. A copy of the press release announcing the payment and record dates is attached as Exhibit 99.2. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release, dated February 18, 2005, appoints Alexander P. Federbush to Board of Directors. 99.2 Press release, dated February 18, 2005, declares cash dividend for first quarter. -2- 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 February 18, 2005. MUELLER INDUSTRIES, INC. By: /s/ Kent A. McKee ----------------------- Name: Kent A. McKee Title: Vice President and Chief Financial Officer -3- Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release, dated February 18, 2005, appoints Alexander P. Federbush to Board of Directors. 99.2 Press release, dated February 18, 2005, declares cash dividend for first quarter. -4- EX-99.1 2 mi2086ex991.txt Exhibit 99.1 MUELLER INDUSTRIES, INC. APPOINTS ALEXANDER P. FEDERBUSH TO BOARD OF DIRECTORS MEMPHIS, Tenn., Feb. 18 /PRNewswire-FirstCall/ -- Mueller Industries, Inc. (NYSE: MLI), announced today that Mr. Alexander P. Federbush joined the Board of Directors effective February 17, 2005. Mr. Federbush is the President of the Queens West Development Corp., a subsidiary of the Empire State Development Corporation and a public-benefit corporation that is a joint venture among New York State, New York City, and the Port Authority of New York and New Jersey. Prior to his tenure with Queens West, Mr. Federbush was Director of Industry Development for the Strategic Business Division of Empire State Development and he was appointed to the New York State Financial Services Modernization Task Force. Mr. Federbush is a member of the Building Congress of New York and a fellow of the Institute for Urban Design. He was formerly a member of the Young President's Organization and also served on the Board of Trustees and Audit Committees of French-Polyclinic and Beekman Downtown Hospital. Mr. Federbush is a graduate of the Wharton School of Business at the University of Pennsylvania. Mr. Federbush, age 62, has no business relationships with the Company. The appointment of Mr. Federbush expands the Company's Board of Directors to seven members. The Company's Board Committees are composed as follows: Audit Committee members are Messrs. John Fulvio (Chair), Gary S. Gladstein, and Terry Hermanson. Nominating and Corporate Governance Committee members are Messrs. Gladstein (Chair), Federbush, and Fulvio. Compensation Committee members are Messrs. Hermanson (Chair), Federbush, and Fulvio. Mueller Industries, Inc. is a leading manufacturer of copper tube and fittings; brass and copper alloy rod, bar and shapes; aluminum and brass forgings; aluminum and copper impact extrusions; plastic fittings and valves; refrigeration valves and fittings; and fabricated tubular products. Mueller's operations are located throughout the United States and in Canada, Mexico, and Great Britain. Statements in this release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties. These include economic and currency conditions, continued availability of raw materials, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the company's SEC filings. SOURCE Mueller Industries, Inc. -0- 02/18/2005 /CONTACT: Kent A. McKee of Mueller Industries, Inc., +1-901-753-3208/ _ EX-99.2 3 mi2086ex992.txt Exhibit 99.2 MUELLER INDUSTRIES, INC. DECLARES CASH DIVIDEND FOR FIRST QUARTER MEMPHIS, Tenn., Feb. 18 /PRNewswire-FirstCall/ -- Mueller Industries, Inc. (NYSE: MLI), announced today that its Board of Directors has declared a regular quarterly dividend of 10 cents per share on its common stock. The dividend will be payable March 15, 2005, to shareholders of record on March 1, 2005. Mueller Industries, Inc. is a leading manufacturer of copper tube and fittings; brass and copper alloy rod, bar and shapes; aluminum and brass forgings; aluminum and copper impact extrusions; plastic fittings and valves; refrigeration valves and fittings; and fabricated tubular products. Mueller's operations are located throughout the United States and in Canada, Mexico, and Great Britain. Statements in this release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties. These include economic and currency conditions, continued availability of raw materials, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the company's SEC filings. SOURCE Mueller Industries, Inc. -0- 02/18/2005 /CONTACT: Kent A. McKee of Mueller Industries, Inc., +1-901-753-3208/ -----END PRIVACY-ENHANCED MESSAGE-----