2001
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 30, 2001 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
August 3, 2001, was 33,422,836.
-1-
MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Period Ended June 30, 2001
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a.) Consolidated Statements of Income
for the quarters and six months ended
June 30, 2001 and June 24, 2000 3
b.) Consolidated Balance Sheets
as of June 30, 2001 and December 30, 2000 5
c.) Consolidated Statements of Cash Flows
for the six months ended June 30, 2001
and June 24, 2000 7
d.) Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosure
of Market Risk 15
Part II. Other Information
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
-2-
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 30, 2001 June 24, 2000
Net sales $ 286,021 $ 337,494
Cost of goods sold 219,090 256,704
---------- ----------
Gross profit 66,931 80,790
Depreciation and amortization 10,505 9,239
Selling, general, and
administrative expense 22,761 24,820
---------- ----------
Operating income 33,665 46,731
Interest expense (680) (2,296)
Environmental reserves (856) -
Other income, net 1,369 2,731
---------- ----------
Income before income taxes 33,498 47,166
Current income tax expense (10,150) (16,145)
Deferred income tax expense (2,573) (1,259)
---------- ----------
Total income tax expense (12,723) (17,404)
---------- ----------
Net income $ 20,775 $ 29,762
========== ==========
Weighted average shares
for basic earnings per share 33,399 34,464
Effect of dilutive stock options 3,882 3,855
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 37,281 38,319
---------- ----------
Basic earnings per share $ 0.62 $ 0.86
========== ==========
Diluted earnings per share $ 0.56 $ 0.78
========== ==========
See accompanying notes to consolidated financial statements.
-3-
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Six Months Ended
June 30, 2001 June 24, 2000
Net sales $ 562,599 $ 646,830
Cost of goods sold 437,206 490,204
---------- ----------
Gross profit 125,393 156,626
Depreciation and amortization 21,032 18,281
Selling, general, and
administrative expense 45,317 49,110
---------- ----------
Operating income 59,044 89,235
Interest expense (2,104) (4,923)
Environmental reserves (1,617) -
Other income, net 3,135 4,955
---------- ----------
Income before income taxes 58,458 89,267
Current income tax expense (17,918) (29,866)
Deferred income tax expense (4,296) (3,073)
---------- ----------
Total income tax expense (22,214) (32,939)
---------- ----------
Net income $ 36,244 $ 56,328
========== ==========
Weighted average shares
for basic earnings per share 33,383 34,654
Effect of dilutive stock options 3,824 3,882
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 37,207 38,536
---------- ----------
Basic earnings per share $ 1.09 $ 1.63
========== ==========
Diluted earnings per share $ 0.97 $ 1.46
========== ==========
See accompanying notes to consolidated financial statements.
-4-
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30, 2001 December 30, 2000
Assets
Current assets:
Cash and cash equivalents $ 139,729 $ 100,268
Accounts receivable, less allowance
for doubtful accounts of $5,446 in
2001 and $5,612 in 2000 173,957 152,157
Inventories:
Raw material and supplies 26,181 25,111
Work-in-process 19,141 19,941
Finished goods 73,319 97,273
---------- ----------
Total inventories 118,641 142,325
Other current assets 15,355 10,421
---------- ----------
Total current assets 447,682 405,171
Property, plant, and equipment, net 378,865 379,885
Goodwill, net 100,461 102,673
Other assets 28,333 22,547
---------- ----------
$ 955,341 $ 910,276
========== ==========
See accompanying notes to consolidated financial statements.
-5-
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
June 30, 2001 December 30, 2000
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 4,620 $ 5,909
Accounts payable 45,724 43,733
Accrued wages and other employee costs 23,517 26,994
Other current liabilities 62,906 41,213
---------- ----------
Total current liabilities 136,767 117,849
Long-term debt 93,916 100,975
Pension and postretirement liabilities 18,704 19,320
Environmental reserves 9,086 9,862
Deferred income taxes 43,248 39,362
Other noncurrent liabilities 9,417 8,506
---------- ----------
Total liabilities 311,138 295,874
---------- ----------
Minority interest in subsidiaries 297 297
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 33,422,836
in 2001 and 33,358,061 in 2000 401 401
Additional paid-in capital, common 261,272 260,979
Retained earnings 501,411 465,167
Accumulated other comprehensive
income (loss) (19,388) (11,826)
Treasury common stock, at cost (99,790) (100,616)
---------- ----------
Total stockholders' equity 643,906 614,105
---------- ----------
Commitments and contingencies (Note 2) - -
---------- ----------
$ 955,341 $ 910,276
========== ==========
See accompanying notes to consolidated financial statements.
-6-
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months Ended
June 30, 2001 June 24, 2000
Cash flows from operating activities
Net income $ 36,244 $ 56,328
Reconciliation of net income to net
cash provided by operating activities:
Depreciation and amortization 21,032 18,281
Minority interest in subsidiaries - (57)
Deferred income taxes 4,296 3,073
Gain on disposal of properties (10) (9)
Income tax benefit from exercise of
stock options 252 1,402
Changes in assets and liabilities:
Receivables (23,898) (30,382)
Inventories 22,579 (11,613)
Other assets (7,028) (3,049)
Current liabilities 21,293 13,021
Other liabilities 236 1,386
Other, net (2,012) (25)
---------- ----------
Net cash provided by operating activities 72,984 48,356
---------- ----------
Cash flows from investing activities
Capital expenditures (23,018) (18,893)
Businesses acquired - (9,072)
Proceeds from sales of properties 2,236 208
Escrowed IRB proceeds (4,672) -
---------- ----------
Net cash used in investing activities (25,454) (27,757)
---------- ----------
Cash flows from financing activities
Acquisition of treasury stock - (22,377)
Repayments of long-term debt (18,348) (12,348)
Proceeds from the sale of treasury stock 867 2,391
Proceeds from issuance of long-term debt 10,000 -
---------- ----------
Net cash used in financing activities (7,481) (32,334)
---------- ----------
Effect of exchange rate changes on cash (588) (734)
---------- ----------
See accompanying notes to consolidated financial statements.
-7-
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months Ended
June 30, 2001 June 24, 2000
Increase (decrease) in cash
and cash equivalents 39,461 (12,469)
Cash and cash equivalents at the
beginning of the period 100,268 149,454
---------- ----------
Cash and cash equivalents at the
end of the period $ 139,729 $ 136,985
========== ==========
See accompanying notes to consolidated financial statements.
-8-
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 - Reclassifications
Certain prior period amounts have been reclassified to conform with
the current period's presentation.
During 2001, the Company began classifying the cost of shipping its
products to customers as a component of cost of goods sold resulting from
the adoption of Emerging Issues Task Force Issue No. 00-10, "Accounting for
Shipping and Handling Fees and Costs". Previously, the Company classified
these costs as a reduction of net sales. This change required a
restatement of net sales and cost of goods sold amounts for all periods
presented and did not have a significant effect on the net sales, cost of
goods sold, and gross profit of the Company.
-9-
Note 4 - Industry Segments
Summarized segment information is as follows:
(In thousands)
For the Quarter Ended
June 30, 2001 June 24, 2000
Net sales:
Standard Products Division $ 214,531 $ 249,416
Industrial Products Division 65,495 82,400
Other Businesses 6,710 6,722
Elimination of intersegment sales (715) (1,044)
---------- ----------
$ 286,021 $ 337,494
========== ==========
Operating income:
Standard Products Division $ 32,620 $ 39,499
Industrial Products Division 4,170 9,768
Other Businesses 1,520 1,245
Unallocated expenses (4,645) (3,781)
---------- ----------
$ 33,665 $ 46,731
========== ==========
For the Six Months Ended
June 30, 2001 June 24, 2000
Net sales:
Standard Products Division $ 418,052 $ 475,114
Industrial Products Division 134,461 158,791
Other Businesses 11,768 14,107
Elimination of intersegment sales (1,682) (1,182)
---------- ----------
$ 562,599 $ 646,830
========== ==========
Operating income:
Standard Products Division $ 56,390 $ 75,562
Industrial Products Division 9,299 18,089
Other Businesses 1,789 2,863
Unallocated expenses (8,434) (7,279)
---------- ----------
$ 59,044 $ 89,235
========== ==========
-10-
Note 5 - Adoption of a New Accounting Standard
Effective at the beginning of fiscal 2001, the Company adopted
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133), as amended
by Statement of Financial Accounting Standards No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities" (SFAS No.
138), which requires that all derivative instruments be reported on the
balance sheet at fair value and establishes criteria for designation and
effectiveness of hedging relationships. The cumulative effect of adopting
SFAS No. 133 and SFAS No. 138 as of the beginning of fiscal 2001 was not
material to the Company's consolidated financial statements.
The Company occasionally uses financial instruments, including forward
exchange contracts and interest rate swap contracts, to manage its
exposures to movements in foreign exchange rates, commodity prices, and
interest rates. The use of these financial instruments modifies the
exposure of these risks with the intent to reduce the risk and variability
to the Company. The Company does not hold or issue derivative financial
instruments for trading purposes.
During the first half of 2001, the Company utilized foreign currency
forward exchange contracts to offset the effect of exchange rate
fluctuations on certain foreign sales and the collections of the
receivables related to these sales. These foreign sales were primarily
denominated in the Euro, British pound sterling, and Swedish krona. In
addition, the Company used copper and natural gas forward contracts to
manage the volatility related to certain copper and natural gas purchases.
The Company also entered into interest rate swaps that effectively fix the
interest payments of certain floating rate debt instruments. At June 30,
2001, the Company had interest rate swap contracts outstanding with a
notional principal amount of $10 million, which expire in 2008. These
derivative financial instruments are accounted for as cash flow hedges.
The fair value of these contracts and instruments at June 30, 2001 and
changes in their fair values during the second quarter and first half of
2001 were not material to the consolidated financial statements of the
Company.
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142). SFAS No. 141 requires the purchase method of accounting for all
business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. SFAS No. 142 requires that goodwill and
intangible assets with indefinite lives no longer be amortized, but instead
be reviewed for impairment and written-down to fair value when impairment is
indicated. SFAS No. 141 is effective immediately, while SFAS No. 142 will be
effective at the start of fiscal 2002. The Company is currently reviewing
the impact of adopting these Statements.
-11-
Note 6 - Comprehensive Income
Comprehensive income for the Company consists of net income and other
comprehensive income. Total comprehensive income was $19,497,000 and
$26,565,000 for the quarters ending June 30, 2001, and June 24, 2000,
respectively and was $28,682,000 and $52,708,000 for the six-month periods
ending June 30, 2001, and June 24, 2000, respectively. Included in
"Accumulated other comprehensive income (loss)" were cumulative changes in
the fair value of certain derivative financial instruments which qualify for
hedge accounting totaling $1.7 million at June 30, 2001, and none at
December 30, 2000.
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.
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 is composed
primarily of Utah Railway Company. SPD and IPD account for more than 98
percent of consolidated net sales and more than 86 percent of consolidated
total 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.
-12-
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 market
conditions.
Results of Operations
Net income was $20.8 million, or 56 cents per diluted share, for the
second quarter of 2001, compared with net income of $29.8 million, or 78
cents per diluted share, for the same period of 2000. Year-to-date, net
income was $36.2 million, or 97 cents per diluted share, compared with net
income of $56.3 million, or $1.46 per diluted share, for 2000.
During the second quarter of 2001, the Company's net sales were $286.0
million, which compares with net sales of $337.5 million, or a 15 percent
decrease over the same period of 2000. Net sales were $562.6 million in
the first half of 2001 compared with $646.8 million in 2000. The average
price of copper was approximately five percent lower in the first half of
2001 compared with the same period of 2000, which contributed to the
decrease in net sales. During the second quarter of 2001, the Company's
manufacturing businesses shipped 186.4 million pounds of product compared
to 215.7 million pounds in the same quarter of 2000. The Company shipped
362.2 million pounds of product in the first half of 2001 compared with
409.6 million in the same period of 2000. This decline in volume reflects
the overall slowdown in the economy.
Cost of goods sold decreased from $256.7 million in the second quarter
of 2000 to $219.1 million in the same period of 2001. Selling, general,
and administrative expense also decreased from $24.8 million in 2000 to
$22.8 million in the second quarter of 2001. The decreases in these
operating costs are attributable to the decline in volume experienced in
the second quarter. Depreciation and amortization increased to $10.5
million in the second quarter of 2001 compared with $9.2 million in 2000.
Second quarter and first half operating income decreased primarily due
to reduced volumes. Operating income was partially offset by losses at our
European operations.
Interest expense for the second quarter of 2001 totaled $0.7 million
compared with $2.3 million in the same quarter of 2000. For the first six
months of 2001, interest expense was $2.1 million compared with $4.9
million for the same period of 2000. The Company capitalized $1.0 million
and $0.4 million of interest related to capital improvement programs in the
first half of 2001 and 2000 respectively. Total interest in the second
quarter and first half of 2001 decreased due to rate reductions following
the restructuring of the Company's bank credit facility late in 2000,
combined with lower funded balances.
The Company's effective income tax rate for the first half of 2001 was
38.0 percent compared with 36.9 percent for the first half of last year.
-13-
Liquidity and Capital Resources
Cash provided by operating activities in the first half of 2001
totaled $73.0 million which is primarily attributable to net income,
depreciation and amortization, deferred income taxes, increased current
liabilities, and decreased inventories, offset by increased receivables.
During the first six months of 2001, the Company used $25.5 million
for investing activities, consisting primarily of $23.0 million for capital
expenditures. The Company also used $7.5 million for financing activities
consisting of $18.3 million for repayments of long-term debt, offset by
$10.0 million of proceeds from the issuance of Industrial Revenue Bonds
(IRB). Existing cash balances, cash from operations, and IRB proceeds were
used to fund the first half 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. During 2000, this authorization was
expanded to purchase up to 10 million shares and extended through October
2001. 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 will be 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 30, 2001, the Company has
repurchased approximately 2.3 million shares under this authorization.
There were no shares repurchased during the first half of 2001.
The Company has an unsecured $200 million revolving credit facility
(the Credit Facility) which matures in November 2003. Borrowings under the
Credit Facility bear interest, at the Company's option, at (i) LIBOR plus a
variable premium or (ii) the larger of Prime or the Federal Funds rate plus
.50 percent. LIBOR advances may be based upon the one, two, three, or six-
month LIBOR. The variable premium over LIBOR is based on certain financial
ratios and can range from 25 to 40 basis points. At June 30, 2001, the
premium was 25 basis points. Additionally, a facility fee is payable
quarterly on the total commitment and varies from 12.5 to 22.5 basis points
based upon the Company's capitalization ratios. When funded debt is 50
percent or more of the commitment, a utilization fee is payable quarterly
on the average loan balance outstanding and varies from 0 to 20 basis
points based upon the capitalization ratio. Availability of funds under
the Credit Facility is reduced by the amount of certain outstanding letters
of credit, which totaled approximately $6.5 million at June 30, 2001.
Borrowings under the above Credit Facility require the Company, among
other things, to maintain certain minimum levels of net worth and meet
certain minimum financial ratios. The Company is in compliance with all
debt covenants.
-14-
The Company expects to invest approximately $50 million for capital
improvements and additions in 2001, the majority of which relate to
projects approved and initiated during the previous year. The largest
ongoing project is the modernization of the Company's European operations.
This investment, totaling approximately $40 million, will upgrade the
casting, extrusion, and drawing processes. Most major components of
equipment are on site. The Company will be commissioning the new equipment
and transitioning production during the second half of 2001.
The Company is also investing approximately $10 million at its Port
Huron, Michigan brass rod mill, the majority of which was funded during
2000. This investment, which is expected to be completed during 2001, will
increase casting capacity, improve yield, and reduce conversion costs.
On February 13, 2001, the Company, through a wholly owned subsidiary,
issued $10 million of 2001 Series IRBs. The Company entered into an
interest rate swap agreement, which fixes the interest rate at 6.63% for
seven years. Subsequent to the seven-year period, the rate will convert to
LIBOR plus .90 percent. The IRBs call for quarterly interest payments from
June 1, 2001 to March 1, 2021 and for quarterly principal payments of $250
thousand plus interest from June 1, 2011 to March 1, 2021. Proceeds from
these 2001 Series IRBs will be used to fund a new extrusion press in the
Company's tube mill in Fulton, Mississippi.
Management believes that cash provided by operations and currently
available cash of $139.7 million will be adequate to meet the Company's
normal future capital expenditure and operational needs. The Company's
current ratio is 3.3 to 1 at June 30, 2001.
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS No. 141), and Statement No. 142, "Goodwill and Other Intangible Assets"
(SFAS No. 142). SFAS No. 141 requires the purchase method of accounting
for all business combinations initiated after June 30, 2001 and eliminates
the pooling-of-interests method. SFAS No. 142 requires that goodwill and
intangible assets with indefinite lives no longer be amortized, but instead
be reviewed for impairment and written-down to fair value when impairment
is indicated. SFAS No. 141 is effective immediately, while SFAS No. 142
will be effective at the start of fiscal 2002. The Company is currently
reviewing the impact of adopting these Statements.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
Quantitative and qualitative disclosures about market risk are
incorporated herein by reference to Part II, Item 7A, of the Company's
Report on Form 10-K for the year ended December 30, 2000.
-15-
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 10, 2001, 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
Gary S. Gladstein 27,307,900 401,061
Robert B. Hodes 27,305,101 403,860
Harvey L. Karp 27,246,821 462,140
G. E. Manolovici 27,307,274 401,687
William D. O'Hagan 27,307,643 401,318
The proposal to approve the appointment of Ernst & Young LLP as the
Company's auditors was ratified by 27,472,010 votes in favor, 219,191 votes
against, and 17,760 votes abstaining.
There were no broker non-votes pertaining to these proposals.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
19.1 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended June 30, 2001.
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.
(b) During the quarter ended June 30, 2001, the Registrant filed
no Current Reports on Form 8-K.
Items 1, 2, 3, and 5 are not applicable and have been omitted.
-16-
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 August 6, 2001.
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
-17-
EXHIBIT INDEX
Exhibits Description Page
19.1 Mueller Industries, Inc.'s Quarterly Report to Stockholders
for the quarter ended June 30, 2001. 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.