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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Amendment No. 3
ALASKA GOLD COMPANY
- --------------------------------------------------------------------------------
(Name of the Issuer)
ALASKA GOLD COMPANY
MUELLER ACQUISITION CORPORATION
MUELLER INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Persons Filing Statement)
Common Stock, $0.10 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0117310
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Gary L. Barker
Alaska Gold Company
2959 N. Rock Road
Wichita, Kansas 67226
(316) 636-6316
With a copy to:
Neil Novikoff, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notice and Communications on Behalf of Person Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14(b)-1],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c)
[Section 240.13e(c)] under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or in-
formation statement referred to in checking box (a) are
preliminary copies: [X].
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Calculation of Filing Fee
Transaction Valuation: $187,500.00* Amount of Filing Fee: $37.50
* Based upon 750,000 shares of common stock, par value $0.10 per share, of
Alaska Gold Company (the "SHARES"), to be converted into the right to receive
$0.25 in cash per Share. The amount of the filing fee, calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934, equals 1/50th
of one percent of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $37.50
Form or Registration No.: File No. 1-7241
Filing Party: Alaska Gold Company
Date Filed: September 13, 1995
Page 1 of 19 Pages
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ITEMS 1 THROUGH 15
This joint Rule 13e-3 Transaction Statement is being filed by Alaska
Gold Company, a Delaware corporation ("ALASKA GOLD" or the "COMPANY"), Mueller
Industries, Inc., a Delaware corporation ("MUELLER"), and Mueller Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of Mueller
Industries, Inc. ("MUELLER ACQUISITION"). Alaska Gold, Mueller and Mueller
Acquisition are affiliates.
This Rule 13e-3 Transaction Statement is being filed in anticipation
of, and the Agreement and Plan of Merger attached as Exhibit (c) hereto
contemplates, the completion of a merger pursuant to which Mueller Acquisition
will merge with and into Alaska Gold, with Alaska Gold being the surviving
corporation (the "MERGER"). Upon the consummation of the Merger, each share of
Alaska Gold's common stock, par value $.10 per share (the "SHARES"), other than
certain Shares held by Mueller, and by stockholders who perfect their
dissenters' rights, will be converted into the right to receive $0.25 in cash
per Share.
The information contained in the proxy statement (the "PROXY
STATEMENT") filed concurrently herewith with the Securities and Exchange
Commission (the "COMMISSION") in connection with such transactions, a copy of
which is annexed hereto as Exhibit (d), is incorporated herein by reference in
its entirety in answer to Items 1 through 15 of this Rule 13e-3 Transaction
Statement, as set forth in the Cross Reference Sheet on the following pages.
Capitalized terms used but not defined herein shall have the respective meanings
given to them in the Proxy Statement.
ITEM 16. ADDITIONAL INFORMATION
The information contained in the Proxy Statement filed concurrently
herewith with the Commission in connection with this Rule 13e-3 Transaction
Statement is incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Exhibit (a) Not Applicable.
Exhibit (b) Not Applicable.
Exhibit (c)(1) Agreement and Plan of Merger, dated as of September 1,
1995, by and among Alaska Gold, Mueller and Mueller
Acquisition (the "Merger Agreement"), is incorporated
by reference to Annex A to the Proxy Statement attached
as Exhibit (d) hereto.
Page 2 of 19 Pages
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Exhibit (c)(2) Amendment No. 1 to the Merger Agreement, is
incorporated by reference to Annex A to the Proxy
Statement attached as Exhibit (d) hereto.
Exhibit (d) Proxy Statement of the Company in connection with the
Special Meeting of Shareholders, including Annexes
thereto.
Exhibit (e) The appraisal rights and the procedure for exercising
such appraisal rights under Delaware law are described
in (1) "INTRODUCTION -- Appraisal Rights"; "SUMMARY --
Appraisal Rights" and "SPECIAL FACTORS -- Appraisal
Rights" and (2) Annex B, in each case of the Proxy
Statement attached as Exhibit (d) hereto.
Exhibit (f) Not Applicable.
Page 3 of 19 Pages
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CROSS REFERENCE SHEET
Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- -----------------------------------------------
1. Issuer and Class of
Security Subject to the
Transaction
(a) Notice of Special Meeting of Shareholders; and
Front Cover Page of the Proxy Statement.
(b) "DESCRIPTION OF COMPANY STOCK"
(c) "SUMMARY -- Recent Market Prices"; "DESCRIPTION
OF COMPANY STOCK -- Recent Market Prices"; and
"BUSINESS OF THE COMPANY -- Management's
Discussion and Analysis of Results of Operations
and Financial Condition"
(d) "SUMMARY -- Dividends"; "DESCRIPTION OF COMPANY
STOCK -- Dividends"; and "BUSINESS OF THE
COMPANY -- Management's Discussion and Analysis
of Results of Operations and Financial
Condition"
(e) Not Applicable.
(f) "BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
OF THE COMPANY -- Certain Transactions in
Company Stock"
Page 4 of 19 Pages
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Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- -----------------------------------------------
2. Identity and Background This Schedule 13E-3 is being filed by Alaska
Gold (the issuer of the subject security),
Mueller (an 85% shareholder of Alaska Gold) and
Mueller Acquisition (a wholly owned subsidiary
of Mueller). Each of the above are affiliated
and none of the above are natural persons.
(a)-(d); (g) Notice of Special Meeting of Shareholders;
"INTRODUCTION -- Matters to be Considered at the
Meeting"; "CERTAIN INFORMATION REGARDING NEWCO,
THE MAJOR SHAREHOLDER AND THE SURVIVING
CORPORATION"; "BUSINESS OF THE COMPANY"
(e)-(f) None of Alaska Gold, Mueller and Mueller
Acquisition, nor to the best of their knowledge,
other persons with respect to whom information
is required to be provided in response to this
Item, during the past five years, has been (i)
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or
(ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and as a result of such proceeding was or is
subject to a judgment, decree or final order
enjoining further violations of, or prohibiting
activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
Page 5 of 19 Pages
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Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- ----------------------------------------------
3. Past Contracts,
Transactions or
Negotiations
(a)(1) "BUSINESS OF THE COMPANY -- Transactions with
Affiliates"
(a)(2); (b) "SUMMARY -- The Merger, -- Recommendation of the
Board of Directors, Fairness of Transaction, and
-- Purpose and Reasons for the Merger"; "SPECIAL
FACTORS -- Background of the Merger, --
Proceedings and Recommendation of the Board,
Fairness of the Transaction, Reports and
Appraisals, -- Structure and Purpose of the
Merger, and -- Certain Effects of the Merger, --
Interests of Certain Persons in the Merger,
Conflicts of Interest, -- Financing of the
Merger"; "THE MERGER"; Annex A
4. Terms of Transaction
(a) "SUMMARY -- The Merger, -- Financing of the
Merger, -- Conditions to the Merger"; "SPECIAL
FACTORS -- Background of the Merger, --
Structure and Purpose of the Merger, --
Financing of the Merger"; "THE MERGER"; ANNEX A
(b) Notice of Special Meeting of Shareholders;
"INTRODUCTION -- Matters to be Considered at the
Meeting"; "SUMMARY -- The Merger"; "THE MERGER"
Page 6 of 19 Pages
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Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- -----------------------------------------------
5. Plans or Proposals of the
Issuer or Affiliate
(a)-(e) "INTRODUCTION -- Matters to be Considered at the
Meeting"; "SUMMARY -- The Merger"; "SPECIAL
FACTORS -- Background of the Merger, --
Structure and Purpose of the Merger, -- Certain
Effects of the Merger"; "THE MERGER -- General,
-- Conditions to the Merger, Waiver"; "CERTAIN
INFORMATION REGARDING NEWCO, THE MAJOR
SHAREHOLDER AND THE SURVIVING CORPORATION"
(f)-(g) "SPECIAL FACTORS -- Structure and Purpose of the
Merger, -- Certain Effects of the Merger";
"BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
OF THE COMPANY -- Current Information: Delisting
and Deregistration"
6. Source and Amounts of
Funds or Other
Consideration
(a) "SUMMARY -- Financing of the Merger"; "SPECIAL
FACTORS -- Financing of the Merger"
(b) "SUMMARY -- Financing of the Merger, -- Expenses
of the Merger"; "SPECIAL FACTORS -- Financing of
the Merger, -- Expenses of the Merger"; "THE
MERGER -- Certain Covenants of the Company and
Newco"
(c) Not Applicable.
(d) Not Applicable.
Page 7 of 19 Pages
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Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- -----------------------------------------------
7. Purpose(s), Alternatives,
Reasons and Effects
(a)-(c) "SUMMARY -- Background of the Merger, -- Timing
of the Merger, -- Recommendation of Board of
Directors, Fairness of Transaction, -- Purpose
and Reasons for the Merger"; "SPECIAL FACTORS --
Proceedings of the Board, Fairness of the
Transaction, -- Structure and Purpose of the
Merger, -- Alternatives to the Merger, --
Certain Effects of the Merger"
(d) "SUMMARY -- Federal Income Tax Consequences";
"THE MERGER"; "SPECIAL FACTORS -- Background of
the Merger, -- Structure and Purpose of the
Merger, -- Certain Effects of the Merger, --
Certain Federal Income Tax; Consequences of the
Merger"
8. Fairness of the
Transaction
(a)-(c) "SUMMARY -- Recommendation of the Board of
Directors, Fairness of the Transaction, -- Other
Opinions, -- Interests of Certain Persons in the
Merger, Conflicts of Interest"; "SPECIAL FACTORS
-- Proceedings of the Board, -- Fairness of the
Merger, Fairness of the Transaction, -- Reports
and Appraisals, -- Structure and Purpose of the
Merger, -- Interests of Certain Persons in the
Merger, Conflicts of Interest"
(f) Not Applicable.
Page 8 of 19 Pages
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Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- -----------------------------------------------
9. Reports, Opinions,
Appraisals and Certain
Negotiations
(a) "SUMMARY -- Other Opinions"; "SPECIAL FACTORS --
Proceedings of the Board, Fairness of the
Transaction, -- Reports and Appraisals"
(b) Not Applicable.
(c) Not Applicable.
10. Interest in Securities of
the Issuer
(a) "BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
OF THE COMPANY -- Beneficial Ownership"
(b) "BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
OF THE COMPANY -- Certain Transactions in
Company Stock"
11. Contracts, Arrangements "SUMMARY -- The Merger, -- Required Vote, --
or Understandings with Recommendation of Board of Directors, Fairness
Respect to the Issuer's of Transaction"; "SPECIAL FACTORS -- Proceedings
Securities of the Board, Fairness of the Transaction"; "THE
MERGER -- General, -- Conditions to the Merger,
Waiver, -- Certain Covenants of the Company and
Newco"; "THE MERGER -- Required Vote"; Annex A
Page 9 of 19 Pages
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Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- ------------------------------
12. Present Intention and
Recommendation of Certain
Persons with Regard to
the Transaction
(a)-(b) "INTRODUCTION -- Voting at the Meeting, --
Proxies"; "SUMMARY -- The Merger, -- Required
Vote, -- Recommendation of Board of Directors,
Fairness of the Transaction"; "SPECIAL FACTORS
-- Proceedings of the Board, Fairness of the
Transaction, -- Structure and Purpose of the
Merger"; "THE MERGER -- Required Vote"
13. Other Provisions of the
Transaction
(a) "INTRODUCTION -- Appraisal Rights"; "SUMMARY --
Appraisal Rights"; "SPECIAL FACTORS -- Appraisal
Rights"; Annex B
(b) Not Applicable.
(c) Not Applicable.
14. Financial Statements
(a) "SUMMARY -- Selected Consolidated Financial
Data"; "BUSINESS OF THE COMPANY -- Selected
Consolidated Financial Data"; Financial
Statements of the Company (as set forth in the
F-pages) accompanying the Proxy Statement
(b) Financial Statements of the Company (as set
forth in the F-pages) accompanying the Proxy
Statement
Page 10 of 19 Pages
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Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
- ----------------------------- -----------------------------------------------
15. Persons and Assets
Employed, Retained or
Utilized
(a)-(b) CERTAIN INFORMATION REGARDING NEWCO, THE MAJOR
SHAREHOLDER AND THE SURVIVING CORPORATION
Page 11 of 19 Pages
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Item 16. ADDITIONAL INFORMATION.
The Proxy Statement, including the Financial Statements of the Company
contained therein and the Annexes attached thereto, is hereby incorporated by
reference in its entirety.
Item 17. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit (a) Not Applicable.
Exhibit (b) Not Applicable.
Exhibit (c)(1) Agreement and Plan of Merger, dated as of September 1, 1995,
by and among Alaska Gold, Mueller and Mueller Acquisition
(the "Merger Agreement"), is incorporated by reference to
Annex A to the Proxy Statement attached as Exhibit (d)
hereto.
Exhibit (c)(2) Amendment No. 1 to the Merger Agreement, is incorporated by
reference to Annex A to the Proxy Statement attached as
Exhibit (d) hereto.
Exhibit (d) Proxy Statement of the Company in connection with the
Special Meeting of Shareholders, including Annexes thereto.
Exhibit (e) The appraisal rights and the procedure for exercising such
appraisal rights under Delaware law are described in (1)
"INTRODUCTION -- Appraisal Rights"; "SUMMARY -- Appraisal
Rights" and "SPECIAL FACTORS -- Appraisal Rights" and (2)
Annex B, in each case of the Proxy Statement attached as
Exhibit (d) hereto.
Exhibit (f) Not Applicable.
Page 12 of 19 Pages
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 1996
ALASKA GOLD COMPANY
By: /s/ Gary L. Barker
---------------------------
Name: Gary L. Barker
Title: President
MUELLER ACQUISITION CORPORATION
By: /s/ William H. Hensley
---------------------------
Name: William H. Hensley
Title: President and Secretary
MUELLER INDUSTRIES, INC.
By: /s/ William H. Hensley
---------------------------
Name: William H. Hensley
Title: Vice President,
General Counsel and Secretary
Page 13 of 19 Pages
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Item 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the Issuer of the class of equity security which is
the subject of the Rule 13e-3 transaction is Alaska Gold Company and the address
of its principal executive offices is 2959 North Rock Road, Wichita, Kansas
67226. All cross references in this Statement refer to captions in the Proxy
Statement.
(b) The relevant information set forth on the Cover Page of the Proxy
Statement and under the caption "DESCRIPTION OF COMPANY STOCK" is incorporated
herein by reference.
(c) The relevant information set forth under the captions "SUMMARY --
Recent Market Prices"; "DESCRIPTION OF COMPANY STOCK -- Recent Market Prices";
"RECENT MARKET PRICES, DIVIDEND HISTORY"; and "Management's Discussion and
Analysis of Results of Operations and Financial Condition -- Recent Market
Prices" is incorporated herein by reference.
(d) The relevant information set forth under the captions "SUMMARY --
Dividends"; "DESCRIPTION OF COMPANY STOCK -- Dividends"; "RECENT MARKET PRICES,
DIVIDEND HISTORY"; and "Management's Discussion and Analysis of Results of
Operations and Financial Condition -- Dividends" is incorporated herein by
reference.
(e) Not Applicable.
(f) The relevant information set forth under the caption "BENEFICIAL
OWNERSHIP OF SHARES OF THE COMPANY -- Certain Transactions in Company Stock" is
incorporated herein by reference.
Item 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is being filed by Mueller, Mueller Acquisition
and the Company (the last being the issuer of the subject security). The
relevant information set forth on the Cover Page of the Proxy Statement and set
forth under the captions "INTRODUCTION -- Matters to be Considered at the
Meeting"; "CERTAIN INFORMATION REGARDING NEWCO, THE MAJOR SHAREHOLDER AND THE
SURVIVING CORPORATION"; and "BUSINESS OF THE COMPANY" is incorporated herein by
reference.
(e) and (f) None of Alaska Gold, Mueller and Mueller Acquisition, nor
to the best of their knowledge, other persons with respect to whom information
is provided in response to this Item was, during the past five years, (i)
convicted in a criminal
Page 14 of 19 Pages
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proceeding (excluding traffic violations or similar misdemeanors); or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(g) Not applicable.
Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The relevant information set forth under the caption "BUSINESS
OF THE COMPANY -- Transactions with Affiliates" is incorporated herein by
reference.
(a)(2) and (b) The relevant information set forth under the captions
"SUMMARY -- The Merger, -- Recommendation of the Board of Directors, Fairness of
Transaction and -- Purpose and Reasons for the Merger"; "SPECIAL FACTORS --
Background of the Merger, -- Proceedings and Recommendation of the Board,
Fairness of the Transaction, Reports and Appraisals, -- Structure and Purpose of
the Merger, and -- Certain Effects of the Merger, -- Interests of Certain
Persons in the Merger, Conflicts of Interest, -- Financing of the Merger"; "THE
MERGER"; and "ANNEX A" is incorporated herein by reference.
Item 4. TERMS OF THE TRANSACTION.
(a) The relevant information set forth under the captions "SUMMARY --
The Merger, -- Financing of the Merger," "SPECIAL FACTORS -- Background of the
Merger, -- Structure and Purpose of the Merger"; -- Financing of the Merger";
"THE MERGER" and Annex A is incorporated herein by reference.
(b) The relevant information set forth under the captions "Notice of
Special Meeting of Shareholders"; "INTRODUCTION -- Matters to be Considered at
the Meeting"; "SUMMARY -- The Merger"; and "THE MERGER" is incorporated herein
by reference.
Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(e) The relevant information set forth under the captions
"INTRODUCTION -- Matters to be Considered at the Meeting"; "SUMMARY -- The
Merger"; "SPECIAL FACTORS -- Background of the Merger, -- Structure and Purpose
of the Merger, -- Certain Effects of the Merger"; "THE MERGER -- General, --
Conditions to the Merger, Waiver"; and "CERTAIN INFORMATION REGARDING NEWCO,
Page 15 of 19 Pages
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THE MAJOR SHAREHOLDER AND THE SURVIVING CORPORATION" is incorporated herein by
reference.
(f)-(g) The relevant information set forth under the captions
"SPECIAL FACTORS -- Structure and Purpose of the Merger, -- Certain Effects of
the Merger"; and "BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK OF THE COMPANY
- -- Current Information: Delisting and Deregistration" is incorporated herein by
reference.
Item 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The relevant information set forth under the captions "SUMMARY --
Financing of the Merger" and "SPECIAL FACTORS -- Financing of the Merger" is
incorporated herein by reference.
(b) The relevant information set forth under the captions "SUMMARY --
Financing of the Merger, -- Expenses of the Merger"; "SPECIAL FACTORS --
Financing of the Merger, -- Expenses of the Merger"; and "THE MERGER -- Certain
Covenants of the Company and Newco" is incorporated herein by reference.
(c) Not Applicable.
(d) Not Applicable.
Item 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The relevant information set forth under the captions
"SUMMARY -- Background of the Merger, -- Timing of the Merger, -- Recommendation
of Board of Directors, Fairness of Transaction, -- Purpose and Reasons for the
Merger"; "SPECIAL FACTORS -- Proceedings of the Board, Fairness of the
Transaction, -- Structure and Purpose of the Merger, -- Alternatives to the
Merger, and -- Certain Effects of the Merger" is incorporated herein by
reference.
(d) The relevant information set forth under the captions "SUMMARY --
Federal Income Tax Consequences"; "THE MERGER"; "SPECIAL FACTORS -- Background
of the Merger, -- Structure and Purpose of the Merger, -- Certain Effects of
the Merger, and -- Certain Federal Income Tax Consequences of the Merger" is
incorporated herein by reference.
Item 8. FAIRNESS OF THE TRANSACTION.
(a) The relevant information set forth under the captions "SUMMARY --
Recommendation of the Board of Directors,
Page 16 of 19 Pages
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Fairness of the Transaction"; Other Opinions, -- Interests of Certain Persons in
the Merger, Conflicts of Interest"; and "SPECIAL FACTORS -- Proceedings of the
Board, Fairness of the Transaction, -- Fairness of the Merger, -- Reports and
Appraisals, -- Structure and Purpose of the Merger, -- Interests of Certain
Persons in the Merger" is incorporated herein by reference.
(b) The relevant information set forth under the caption "SPECIAL
FACTORS -- Proceedings and Recommendation of the Board, Fairness of the
Transaction and -- Fairness of the Merger" is incorporated herein by reference.
(c) The relevant information set forth under the captions "SUMMARY --
Required Vote" and "THE MERGER -- Required Vote" is incorporated herein by
reference.
(d) The relevant information set forth under the captions "SPECIAL
FACTORS -- Proceedings and Recommendation of the Board, Fairness of the
Transaction, Reports and Appraisals" is incorporated herein by reference.
(e) The relevant information set forth under the caption "SPECIAL
FACTORS -- Proceedings and Recommendation of the Board, Fairness of the
Transaction" is incorporated herein by reference.
(f) Not Applicable.
Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The relevant information set forth under the captions "SUMMARY --
Other Opinions"; "SPECIAL FACTORS -- Proceedings and Recommendation of the
Board, Fairness of the Transaction, and -- Reports and Appraisals" is
incorporated herein by reference.
(b) Not Applicable.
(c) Not Applicable.
Item 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The relevant information set forth under the caption "BENEFICIAL
OWNERSHIP OF SHARES OF THE COMPANY" is incorporated herein by reference.
(b) The relevant information set forth under the caption "BENEFICIAL
OWNERSHIP OF SHARES OF THE COMPANY -- Certain
Page 17 of 19 Pages
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Transactions in Company Stock" is incorporated herein by reference.
Item 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The relevant information set forth under the captions "SUMMARY -- The
Merger"; -- Required Vote, -- Recommendation of Board of Directors, Fairness of
Transaction"; "SPECIAL FACTORS -- Proceedings of the Board, Fairness of the
Transaction"; "THE MERGER -- General," -- Conditions to the Merger, Waiver,
Certain Covenants of the Company and Newco" and "Annex A" is incorporated herein
by reference.
Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) and (b) The relevant information set forth under the captions
"INTRODUCTION -- Voting at the Meeting, -- Proxies"; "SUMMARY -- The Merger, --
Required Vote, -- Recommendation of the Board of Directors, Fairness of the
Transaction"; "SPECIAL FACTORS -- Proceedings of the Board, Fairness of the
Transaction, -- Structure and Purpose of the Merger"; and "THE MERGER --
Required Vote" is incorporated herein by reference.
Item 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The relevant information set forth under the captions
"INTRODUCTION -- Appraisal Rights"; "SUMMARY -- Appraisal Rights"; "SPECIAL
FACTORS -- Appraisal Rights"; and "ANNEX B" is incorporated herein by reference.
(b) Not Applicable.
(c) Not Applicable.
Item 14. FINANCIAL INFORMATION.
(a) The relevant information set forth under the captions "SUMMARY --
Selected Consolidated Financial Data" and "FINANCIAL STATEMENTS" is incorporated
herein by reference.
(b) The relevant information set forth under the caption "FINANCIAL
STATEMENTS -- Pro Forma Financial Data" is incorporated herein by reference.
Page 18 of 19 Pages
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Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) The relevant information set forth under the caption
"CERTAIN INFORMATION REGARDING NEWCO, THE MAJOR SHAREHOLDER AND THE SURVIVING
CORPORATION" is incorporated herein by reference.
Item 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement, including the
Financial Statements of the Company contained therein and the Annexes attached
thereto, is incorporated herein by reference in its entirety.
Item 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of September 1,
1995, by and among Mueller Industries, Inc., Mueller Acquisition Corporation and
the Company (the "Merger Agreement"), is incorporated by reference to Annex A to
the Proxy Statement attached as Exhibit (d) hereto.
(c)(2) Amendment No. 1 to the Merger Agreement, is incorporated by
reference to Annex A to the Proxy Statement attached as Exhibit (d) hereto.
(d) Proxy Statement of the Company in connection with the Special
Meeting of Shareholders, including Annexes thereto.
(e) The appraisal rights and the procedure for exercising such
appraisal rights under Delaware law are described in (1) "INTRODUCTION --
Appraisal Rights"; "SUMMARY -- Appraisal Rights"; and "SPECIAL FACTORS --
Appraisal Rights" and (2) Annex B, in each case of the Proxy Statement attached
as Exhibit (d) hereto.
(f) Not applicable.
Page 19 of 19 Pages
