2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended June 24, 2000 Commission file number 1-6770
MUELLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-0790410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8285 TOURNAMENT DRIVE, SUITE 150
MEMPHIS, TENNESSEE 38125
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 753-3200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $ 0.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
The number of shares of the Registrant's common stock outstanding as of
July 19, 2000, was 34,468,146.
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MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Period Ended June 24, 2000
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a.) Consolidated Statements of Income
for the quarters and six months ended June 24, 2000
and June 26, 1999 3
b.) Consolidated Balance Sheets
as of June 24, 2000 and December 25, 1999 5
c.) Consolidated Statements of Cash Flows
for the six months ended June 24, 2000
and June 26, 1999 7
d.) Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 16
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Quarter Ended
June 24, 2000 June 26, 1999
Net sales $ 328,583 $ 293,342
Cost of goods sold 247,793 220,340
---------- ----------
Gross profit 80,790 73,002
Depreciation and amortization 9,239 9,348
Selling, general, and
administrative expense 24,820 25,888
---------- ----------
Operating income 46,731 37,766
Interest expense (2,296) (3,147)
Other income, net 2,731 2,821
---------- ----------
Income before income taxes 47,166 37,440
Current income tax expense (16,145) (9,562)
Deferred income tax expense (1,259) (2,433)
---------- ----------
Total income tax expense (17,404) (11,995)
---------- ----------
Net income $ 29,762 $ 25,445
========== ==========
Weighted average shares
for basic earnings per share 34,464 35,799
Effect of dilutive stock options 3,855 4,025
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 38,319 39,824
---------- ----------
Basic earnings per share $ 0.86 $ 0.71
========== ==========
Diluted earnings per share $ 0.78 $ 0.64
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Six Months Ended
June 24, 2000 June 26, 1999
Net sales $ 630,933 $ 581,182
Cost of goods sold 474,307 442,080
---------- ----------
Gross profit 156,626 139,102
Depreciation and amortization 18,281 18,338
Selling, general, and
administrative expense 49,110 51,067
---------- ----------
Operating income 89,235 69,697
Interest expense (4,923) (6,008)
Other income, net 4,955 4,950
---------- ----------
Income before income taxes 89,267 68,639
Current income tax expense (29,866) (14,585)
Deferred income tax expense (3,073) (6,926)
---------- ----------
Total income tax expense (32,939) (21,511)
---------- ----------
Net income $ 56,328 $ 47,128
========== ==========
Weighted average shares
for basic earnings per share 34,654 35,816
Effect of dilutive stock options 3,882 3,903
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 38,536 39,719
---------- ----------
Basic earnings per share $ 1.63 $ 1.32
========== ==========
Diluted earnings per share $ 1.46 $ 1.19
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 24, 2000 December 25, 1999
Assets
Current assets:
Cash and cash equivalents $ 136,985 $ 149,454
Accounts receivable, less allowance
for doubtful accounts of $5,021 in
2000 and $5,367 in 1999 198,375 167,858
Inventories:
Raw material and supplies 30,213 28,337
Work-in-process 19,948 14,423
Finished goods 80,063 76,884
---------- ----------
Total inventories 130,224 119,644
Current deferred income taxes 1,327 -
Other current assets 9,387 3,790
---------- ----------
Total current assets 476,298 440,746
Property, plant, and equipment, net 350,435 347,846
Goodwill, net 99,925 94,530
Other assets 19,409 20,958
---------- ----------
$ 946,067 $ 904,080
========== ==========
See accompanying notes to consolidated financial statements.
-5-
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
June 24, 2000 December 25, 1999
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 25,302 $ 31,012
Accounts payable 49,343 49,958
Accrued wages and other employee costs 27,387 30,182
Other current liabilities 59,554 41,909
---------- ----------
Total current liabilities 161,586 153,061
Long-term debt 112,220 118,858
Pension and postretirement liabilities 13,571 13,591
Environmental reserves 10,437 12,965
Deferred income taxes 29,356 24,275
Other noncurrent liabilities 15,046 11,546
---------- ----------
Total liabilities 342,216 334,296
---------- ----------
Minority interest in subsidiaries 297 354
Stockholders' equity:
Preferred stock - shares authorized
4,985,000; none outstanding - -
Series A junior participating preferred
stock - $1.00 par value; shares
authorized 15,000; none outstanding - -
Common stock - $.01 par value; shares
authorized 100,000,000; issued
40,091,502; outstanding 34,468,896
in 2000 and 34,918,646 in 1999 401 401
Additional paid-in capital, common 260,989 259,977
Retained earnings (Since
January 1, 1991) 428,805 372,477
Cumulative translation adjustment (11,732) (8,112)
Treasury common stock, at cost (74,909) (55,313)
---------- ----------
Total stockholders' equity 603,554 569,430
Commitments and contingencies (Note 2) - -
---------- ----------
$ 946,067 $ 904,080
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months Ended
June 24, 2000 June 26, 1999
Cash flows from operating activities
Net income $ 56,328 $ 47,128
Reconciliation of net income to net
cash provided by operating activities:
Depreciation and amortization 18,281 18,338
Minority interest in subsidiaries (57) -
Deferred income taxes 3,073 6,926
Gain on disposal of properties (9) (1,535)
Changes in assets and liabilities:
Receivables (30,382) (19,688)
Inventories (11,613) 16,374
Other assets (3,049) 623
Current liabilities 13,021 13,321
Other liabilities 1,386 (1,895)
Other, net (25) 179
---------- ----------
Net cash provided by operating activities 46,954 79,771
---------- ----------
Cash flows from investing activities
Capital expenditures (18,893) (20,647)
Businesses acquired (9,072) -
Proceeds from sales of properties 208 3,934
Escrowed IRB proceeds - 6,024
---------- ----------
Net cash used in investing activities (27,757) (10,689)
---------- ----------
Cash flows from financing activities
Acquisition of treasury stock (22,377) (1,339)
Repayments of long-term debt (12,348) (11,618)
Proceeds from stock options exercised
including related tax benefits 3,793 603
Proceeds from issuance of long-term debt - 125,000
Repayments on line of credit, net - (130,975)
---------- ----------
Net cash used in financing activities (30,932) (18,329)
---------- ----------
Effect of exchange rate changes on cash (734) 395
---------- ----------
(Decrease) increase in cash
and cash equivalents (12,469) 51,148
Cash and cash equivalents at the
beginning of the period 149,454 80,568
---------- ----------
Cash and cash equivalents at the
end of the period $ 136,985 $ 131,716
========== ==========
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
General
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Results of
operations for the interim periods presented are not necessarily indicative
of results which may be expected for any other interim period or for the
year as a whole. This quarterly report on Form 10-Q should be read in
conjunction with the Company's Annual Report on Form 10-K, including the
annual financial statements incorporated therein by reference.
The accompanying unaudited interim financial statements include all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented.
Note 1 - Earnings Per Common Share
Basic per share amounts have been computed based on the average number
of common shares outstanding. Diluted per share amounts reflect the
increase in average common shares outstanding that would result from the
assumed exercise of outstanding stock options, computed using the treasury
stock method.
Note 2 - Commitments and Contingencies
The Company is subject to normal environmental standards imposed by
federal, state, local, and foreign environmental laws and regulations.
Based upon information currently available, management believes that the
outcome of pending environmental matters will not materially affect the
overall financial position and results of operations of the Company.
In addition, the Company is involved in certain litigation as either
plaintiff or defendant as a result of claims that arise in the ordinary
course of business which management believes will not have a material
effect on the Company's financial condition.
Note 3 - Comprehensive Income
Comprehensive income for the Company consists of net income and
foreign currency translation adjustments. Total comprehensive income was
$26,565,000 and $24,362,000 for the quarters ending June 24, 2000, and June
26, 1999, respectively and was $52,708,000 and $43,535,000 for the six-
month periods ending June 24, 2000, and June 26, 1999, respectively.
-8-
Note 4 - Industry Segments
Summarized segment information is as follows:
(In thousands)
[CAPTION]
For the Quarter Ended
June 24, 2000 June 26, 1999
[S] [C] [C]
Net sales:
Standard Products Division $ 241,737 $ 214,373
Industrial Products Division 81,168 74,921
Other Businesses 6,722 5,125
Elimination of intersegment sales (1,044) (1,077)
---------- ----------
$ 328,583 $ 293,342
========== ==========
Operating income:
Standard Products Division $ 39,499 $ 32,072
Industrial Products Division 9,768 6,659
Other Businesses 1,245 921
Unallocated expenses (3,781) (1,886)
---------- ----------
$ 46,731 $ 37,766
========== ==========
[CAPTION]
For the Six Months Ended
June 24, 2000 June 26, 1999
[S] [C] [C]
Net sales:
Standard Products Division $ 461,471 $ 420,931
Industrial Products Division 156,537 150,788
Other Businesses 14,107 10,563
Elimination of intersegment sales (1,182) (1,100)
---------- ----------
$ 630,933 $ 581,182
========== ==========
Operating income:
Standard Products Division $ 75,562 $ 59,758
Industrial Products Division 18,089 15,895
Other Businesses 2,863 1,485
Unallocated expenses (7,279) (7,441)
---------- ----------
$ 89,235 $ 69,697
========== ==========
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Note 5 - Acquisitions
During the quarter, Mueller acquired Micro Gauge, Inc. and a related
business, Microgauge Machining Inc., for approximately $9.1 million. These
acquisitions bring to our Industrial Products Division specialized
machining capabilities, which were previously outsourced to Micro Gauge.
Subsequent to the end of the fiscal quarter, the Company also acquired
Propipe Technologies, Inc., a fabricator of gas train manifold systems, for
approximately $6.0 million. These acquired businesses have annualized
sales of approximately $30 million, a portion of which were to Mueller. The
transactions will be accounted for as purchases.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General Overview
The Company is a leading manufacturer of copper, brass, plastic, and
aluminum products. The range of these products is broad: 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 plants are located throughout the United States, and in Canada,
France, and Great Britain. The Company also owns a short line railroad in
Utah and natural resource properties in the Western U.S.
The Company's businesses are managed and organized into three
segments: (i) Standard Products Division ("SPD"); (ii) Industrial Products
Division ("IPD"); and (iii) Other Businesses. SPD manufactures and sells
copper tube, copper and plastic fittings, and valves. Outside of the
United States, SPD manufactures copper tube in Europe and copper fittings
in Canada. SPD sells these products to wholesalers in the HVAC (heating,
ventilation, and air-conditioning), plumbing, and refrigeration markets,
and to distributors to the manufactured housing and recreational vehicle
industries. IPD manufactures and sells brass and copper alloy rod, bar,
and shapes; aluminum and brass forgings; aluminum and copper impact
extrusions; refrigeration valves and fittings; fabricated tubular products;
and gas valves and assemblies. IPD sells its products primarily to
original equipment manufacturers ("OEMs"), many of which are in the HVAC,
plumbing, and refrigeration markets. Other Businesses include Utah Railway
Company and other natural resource properties and interests. SPD and IPD
account for more than 98 percent of consolidated net sales and more than 81
percent of consolidated net assets.
New housing starts and commercial construction are important
determinants of the Company's sales to the HVAC, refrigeration and plumbing
markets because the principal end use of a significant portion of the
Company's products is in the construction of single and multi-family
housing and commercial buildings.
-10-
Profitability of certain of the Company's product lines depends upon
the "spreads" between the cost of raw material and the selling prices of
its completed products. The open market prices for copper cathode and
scrap, for example, influence the selling price of copper tubing, a
principal product manufactured by the Company. The Company attempts to
minimize the effects of fluctuations in material costs by passing through
these costs to its customers. Spreads fluctuate based upon competitive
market conditions.
Results of Operations
Net income was $29.8 million, or 78 cents per diluted share, for the
second quarter of 2000, compared with net income of $25.4 million, or 64
cents per diluted share, for the same period of 1999. Year-to-date, net
income was $56.3 million, or $1.46 per diluted share, compared with net
income of $47.1 million, or $1.19 per diluted share, for 1999.
During the second quarter of 2000, the Company's net sales were $328.6
million, which compares with net sales of $293.3 million, or a 12 percent
increase over the same period of 1999. Net sales were $630.9 million in
the first half of 2000 compared with $581.2 million in 1999. The average
price of copper was approximately 22 percent higher in the first half of
2000 compared with the same period of 1999, which contributed to the
increase in net sales. During the second quarter of 2000, the Company's
manufacturing businesses shipped 215.7 million pounds of product compared
to 211.1 million pounds in the same quarter of 1999. The Company shipped
409.6 million pounds of product in the first half of 2000 compared with
419.0 million in the same period of 1999. This decline in volume was due
primarily to production interruptions at the Company's copper tube and
fittings operations during the first quarter of 2000. The Company is
pursuing a business interruption insurance claim for this loss of earnings.
At this time, the amount to be recovered from our insurer cannot be
determined.
Second quarter and first half operating income increased primarily due
to spread improvements in the Standard Products Division. Increased
operating income was partially offset by losses at our European operations.
Second quarter operations include a charge of $2.1 million for expected
severance and termination costs associated with our European modernization
program. Selling, general, and administrative expense for the second
quarter and first half of 2000 decreased slightly primarily due to reduced
expenses at businesses acquired in the second half of 1998. Depreciation
and amortization in 2000 is level with 1999.
Interest expense for the second quarter of 2000 totaled $2.3 million
compared to $3.1 million in the same quarter of 1999. For the first six
months of 2000, interest expense was $4.9 million compared to $6.0 million
for the same period of 1999. The Company capitalized $0.4 million of
interest related to capital improvement programs in the first half of 2000
and 1999. Total interest in the first half of 2000 decreased due to
scheduled repayments of long-term debt.
The Company's effective income tax rate for the first half of 2000 was
36.9 percent compared with 31.3 percent for the first half of last year.
The tax rate increase was due to the Company having recognized the majority
of historical tax benefits in prior years.
-11-
Liquidity and Capital Resources
Cash provided by operating activities during the first half of 2000
totaled $47.0 million which is primarily attributable to net income and
depreciation and amortization, partially offset by components of working
capital. During the first half of 2000, the Company used $27.8 million in
investing activities, consisting primarily of $18.9 million in capital
expenditures and $9.1 for business acquisitions. The Company also used
$30.9 million for financing activities during the six-month period,
consisting of $22.4 million for acquisition of treasury stock and $12.3
million for repayments of long-term debt, offset by $3.8 million of
proceeds from the exercise of stock options including the related tax
benefits. The tax benefit associated with the exercise of these options,
which reduced taxes payable by $1.4 million, was credited directly as an
addition to additional paid-in capital. Existing cash balances and cash
from operations were used to fund the investing and financing activities.
On October 18, 1999, the Company's Board of Directors authorized the
repurchase of up to four million shares of the Company's common stock from
time to time over the next year through open market transactions or through
privately negotiated transactions. The Company will have no obligation to
purchase any shares and may cancel, suspend, or extend the time period for
the purchase of shares at any time. The purchases are being funded
primarily through existing cash and cash from operations. The Company may
hold such shares in treasury or use a portion of the repurchased shares for
employee benefit plans, as well as for other corporate purposes. Through
June 24, 2000, the Company has repurchased approximately 1,156,000 shares
under this program.
The Company has a $100.0 million unsecured line-of-credit agreement
(the Credit Facility) which expires in May 2001, but which may be extended
for successive one-year periods by agreement of the parties. Borrowings
under the Credit Facility bear interest, at the Company's option, at (i)
prime rate less .50 percent, (ii) LIBOR plus .27 percent subject to
adjustment, or (iii) Federal Funds Rate plus .65 percent. There are no
outstanding borrowings under the Credit Facility. At June 24, 2000, funds
available under the Credit Facility were reduced by $7.5 million for
outstanding letters of credit. At June 24, 2000, the Company's total debt
was $137.5 million or 18.6 percent of its total capitalization.
The Company's financing obligations contain various covenants which
require, among other things, the maintenance of minimum levels of working
capital, tangible net worth, and debt service coverage ratios. The Company
is in compliance with all debt covenants.
The Company's capital expenditures and/or commitments may total as
much as $90 million in 2000 including the projects described below. During
the year, we will complete the capital improvement project for
approximately $24 million at our Wynne, Arkansas, copper tube mill, which
will update the extrusion and drawing equipment employed at the mill. The
project, when completed, will significantly improve the mill's conversion
costs as well as yield. At our Port Huron, Michigan, brass rod mill, we
began installation of a horizontal continuous caster. This investment,
totaling approximately $10 million, is expected to be completed near the
end of 2000, and will increase our casting capacity, improve yield, and
reduce conversion costs.
-12-
Approximately $40 million has been authorized for the modernization of
the Company's European factories. This investment will upgrade the
casting, extrusion, drawing, and finishing processes at our facility in the
United Kingdom. The project is expected to be completed near the end of
2001. During the first quarter, the Company received confirmation of
Regional Selective Assistance financial support from the Department of
Trade and Industry (United Kingdom) of approximately $3.6 million for this
project. During the second quarter, the Company negotiated commitments
and/or signed letters of intent with the primary vendors of equipment and
services for the majority of the project.
Management believes that cash provided by operations and currently
available cash of $137.0 million will be adequate to meet the Company's
normal future capital expenditure and operational needs. The Company's
current ratio remains strong at 2.9 to 1.
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 12, 2000, the Company held its Annual Meeting of Stockholders
at which two proposals were voted upon: (i) election of directors; and
(ii) the approval of the appointment of auditors. The following persons
were duly elected to serve, subject to the Company's Bylaws, as Directors
of the Company until the next Annual Meeting, or until election and
qualification of their successors:
Votes in Favor Votes Withheld
Robert B. Hodes 30,032,257 550,248
Harvey L. Karp 30,116,576 465,929
G. E. Manolovici 30,175,583 406,922
William D. O'Hagan 30,176,933 405,572
Robert J. Pasquarelli 30,176,403 406,102
The proposal to approve the appointment of Ernst & Young LLP as the
Company's auditors was ratified by 30,467,876 votes in favor, 57,527 votes
against, and 59,432 votes abstaining.
There were no broker non-votes pertaining to these proposals.
-13-
Item 5. Other Information
On June 30, 2000, Robert J. Pasquarelli resigned as a Director of the
Company. Mr. Pasquarelli's resignation coincided with his appointment as
the Company's Vice President and General Manager-European Operations. He
will be responsible for the implementation of the Company's capital
improvement program in Europe as well as day-to-day operations.
Gary S. Gladstein was appointed to the Board of Directors to succeed
Mr. Pasquarelli. Mr. Gladstein, age 55, previously served on the Company's
Board from 1990 to 1994. He was Chief Operating Officer of Soros Fund
Management (SFM) from 1985 until his retirement at the end of 1999 and is
currently a Senior Consultant at SFM. Mr. Gladstein is a CPA and holds an
MBA from Columbia University.
The following discussion updates the disclosure in Item 1, Business,
in the Company's Annual Report on Form 10-K, for the year ended December
25, 1999.
Environmental Matters
2. U.S.S. Lead
In the process of remediating at its East Chicago, Indiana site,
U.S.S. Lead Refinery, Inc. (Lead Refinery) identified suspected petroleum
contamination on site. As a result, Lead Refinery installed a slurry wall
around its Corrective Action Management Unit (CAMU) and initiated
characterization of areas suspected to have petroleum contamination. Lead
Refinery submitted plans to the EPA and the Indiana Department of
Environmental Management to address this contamination and earlier this
year received approval to begin addressing the contamination.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Amendment to Amended and Restated Employment Agreement,
effective May 12, 2000, by and between Mueller
Industries, Inc. and William D. O'Hagan.
10.2 Employment and Non-Compete Agreement, dated May 17,
2000, between Mueller Industries, Inc. and William H.
Hensley.
19.1 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended June 24, 2000.
Such report is being furnished for the information of
the Securities and Exchange Commission only and is
not to be deemed filed as part of this Quarterly
Report on Form 10-Q.
-14-
(b) During the quarter ended June 24, 2000, the Registrant filed
no Current Reports on Form 8-K.
Items 1, 2, and 3 are not applicable and have been omitted.
-15-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on July 24, 2000.
MUELLER INDUSTRIES, INC.
/s/ Kent A. McKee
Kent A. McKee
Vice President and Chief Financial Officer
/s/ Richard W. Corman
Richard W. Corman
Corporate Controller
-16-
EXHIBIT INDEX
Exhibits Description Page
10.1 Amendment to Amended and Restated Employment Agreement,
effective May 12, 2000, by and between Mueller Industries, Inc.
and William D. O'Hagan.
10.2 Employment and Non-Compete Agreement, dated May 17, 2000,
between Mueller Industries, Inc. and William H. Hensley.
19.1 Mueller Industries, Inc.'s Quarterly Report to Stockholders
for the quarter ended June 24, 2000. Such report is being
furnished for the information of the Securities and Exchange
Commission only and is not to be deemed filed as part of this
Quarterly Report on Form 10-Q.
27.1 Financial Data Schedule (EDGAR filing only)
-17-