<PAGE> 1
As filed with the Securities and Exchange Commission on September 16, 1997
REGISTRATION NO. 333 - 29141
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------------
MMI PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3315 74-1622891
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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515 WEST GREENS ROAD, SUITE 710
HOUSTON, TEXAS 77067
(281) 876-0080
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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JULIUS S. BURNS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MMI PRODUCTS, INC.
515 WEST GREENS ROAD, SUITE 710
HOUSTON, TEXAS 77067
(281) 876-0080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
MICHAEL A. SASLAW
BAKER & BOTTS, L.L.P.
2001 ROSS AVENUE
DALLAS, TEXAS 75201
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post Effective Amendment No.1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 16, 1997.
MMI PRODUCTS, INC.
By: /s/ Robert N. Tenczar
-----------------------------------
Robert N. Tenczar
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons on September 16, 1997 in the capacities indicated:
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<CAPTION>
SIGNATURE CAPACITY
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* President and Chief Executive Officer, Director
- ------------------------------------- (principal executive officer)
Julius S. Burns
/s/ Robert N. Tenczar Vice President, Chief Financial Officer
- ------------------------------------- (principal financial officer and accounting officer)
Robert N. Tenczar
* Director
- -------------------------------------
Thomas F. McWilliams
* Director
- -------------------------------------
Carl L. Blonkvist
*By: /s/ Robert N. Tenczar
--------------------------------
Robert N. Tenczar
Attorney-in-fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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3.1* Restated Certificate of Incorporation of MMI Products, Inc.
3.2* Amended and Restated By-laws of MMI Products, Inc.
4.1* Indenture dated as of April 16, 1997 between MMI Products,
Inc. and U.S. Trust Company of Texas, N.A.
4.2* Registration Rights Agreement dated as of April 16, 1997
among MMI Products, Inc. and Bear, Stearns & Co. Inc.
5.1* Opinion and consent of Baker & Botts, L.L.P.
10.1* Amended and Restated Loan and Security Agreement dated as
of December 13, 1996 among MMI Products, Inc., Fleet
Capital Corporation, as a lender and collateral agent, and
Transamerica Business Credit Corporation, as amended.
10.2* Stockholders Agreement dated as of December 13, 1996 by and
among Merchant Metals Holding Company and certain of its
stockholders.
10.3* Employment Agreement dated as of December 31, 1994 by and
among MMI Products, Inc. and Julius S. Burns, as amended.
10.4* MMI Products, Inc. Pension Plan, as amended.
10.5* Amended and Restated Put Agreement dated as of June 11,
1997, between Merchants Metals Holding Company and Julius
S. Burns.
10.6* Procurement Agreement dated as of December 13, 1996 between
MMI Products, Inc. and Mannesmann Pipe & Steel Corporation,
as amended.
10.7* The Merchants Metals Holding Company 1988 Stock Option Plan
dated as of December 12, 1988, as amended.
10.8* The MMI Products, Inc. 401(k) Savings Plan, as amended.
10.9* Non-Competition Agreement dated as of December 31, 1994
between MMI Products, Inc. and Julius S. Burns.
10.10* Indemnification Agreement dated as of April 16, 1997
between MMI Products, Inc. and Julius S. Burns.
10.11* Indemnification Agreement dated as of April 16, 1997
between MMI Products, Inc. and Carl L. Blonkvist.
10.12* Indemnification Agreement dated as of April 16, 1997
between MMI Products, Inc. and Thomas. F. McWilliams.
10.13* Indemnification Agreement dated as of April 16, 1997
between MMI Products, Inc. and James M. McCall.
10.14* Indemnification Agreement dated as of April 16, 1997
between MMI Products, Inc. and Davy J. Wilkes.
10.15* Indemnification Agreement dated as of April 16, 1997
between MMI Products, Inc. and Robert N. Tenczar.
10.16* Purchase Agreement dated as of April 11, 1997 among MMI
Products, Inc. and Bear, Stearns & Co. Inc.
10.17* Limited Liability Company Agreement of MMI Products, L.L.C.
10.18* Amended and Restated Repurchase Agreement dated as of June
12, 1997 between Merchants Metals Holding Company and
Julius S. Burns.
10.19* Amended and Restated Repurchase Agreement dated as of June
12, 1997 between Merchants Metals Holding Company and
Robert N. Tenczar.
10.20* Amended and Restated Repurchase Agreement dated as of June
12, 1997 between Merchants Metals Holding Company and James
M. McCall.
10.21* Amended and Restated Repurchase Agreement dated as of June
12, 1997 between Merchants Metals Holding Company and Davy
J. Wilkes.
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10.22* Amended and Restated Repurchase Agreement dated as of June
12, 1997 between Merchants Metals Holding Company and
William T. Stewart.
10.23* Amended and Restated Repurchase Agreement dated as of June
12, 1997 between Merchants Metals Holding Company and
Michael W. Babcock.
10.24* Amended and Restated Repurchase Agreement dated as of June
12, 1997 between Merchants Metals Holding Company and
Michael Weaver.
12.1* Statement of Computation of Ratios of Earnings to Fixed
Charges.
21.1* Subsidiaries of MMI Products, Inc.
23.1* Consent of Ernst & Young LLP, independent auditors.
23.2* Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1* Powers of Attorney (included in signature page).
25.1* Statement of Eligibility of Trustee on Form T-1.
27.1** Financial Data Schedule.
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Tender Instructions.
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- ------------
** Filed herewith.
* Previously filed.
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AS OF JUNE 28, 1997 AND STATEMENT OF INCOME FOR THE SIX MONTHS THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR
<FISCAL-YEAR-END> JAN-03-1998 DEC-28-1996
<PERIOD-START> DEC-29-1996 DEC-31-1995
<PERIOD-END> JUN-28-1997 DEC-28-1996<F1>
<CASH> 2,321 234
<SECURITIES> 0 0
<RECEIVABLES> 53,023 37,338
<ALLOWANCES> 1,611 1,701
<INVENTORY> 45,427 41,687
<CURRENT-ASSETS> 103,152 82,595
<PP&E> 69,426 66,918
<DEPRECIATION> 24,060 22,046
<TOTAL-ASSETS> 159,833 135,263
<CURRENT-LIABILITIES> 55,293 49,446
<BONDS> 122,871 52,251
0 0
0 0
<COMMON> 252 252
<OTHER-SE> (24,108) 28,282
<TOTAL-LIABILITY-AND-EQUITY> 159,833 135,263
<SALES> 168,631 283,402
<TOTAL-REVENUES> 168,631 283,402
<CGS> 144,204 238,439
<TOTAL-COSTS> 144,204 238,439
<OTHER-EXPENSES> 12,026 26,091
<LOSS-PROVISION> 5 879
<INTEREST-EXPENSE> 4,954 7,429
<INCOME-PRETAX> 7,442 10,564
<INCOME-TAX> 2,976 4,227
<INCOME-CONTINUING> 4,466 6,337
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 4,466 6,337
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
<FN>
<F1>THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AS OF DECEMBER 28, 1996 AND STATEMENT OF INCOME FOR THE YEAR THEN ENDED
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</FN>
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