[Sheet Metal Workers International Association
1750 New York Avenue
Washington, D.C. 20006]
PRESS RELEASE
FOR IMMEDIATE RELEASE
March 29, 2000
FOR MORE INFO, CONTACT:
Patrick Riley
800-457-7694
MISSOURI COMPANY FACING UNUSUAL DIRECTORS ELECTION
The Sheet Metal Workers International Association, a union
representing about 390 employees of the Paul Mueller Company
(PMC) in Springfield MO, is backing an election challenge to
PMC's board of directors. The Association has sent letters to
all shareholders of Mueller (NASDAQ:MUEL) urging them to support
the election of Joseph N. (Nick) Bacino, who until 1999 was the
Chairman of Young Sales Corp. The Young company, like PMC, is in
the metalworking business.
In a related and even more unusual development, one of PMC's
largest institutional shareholders has joined the Association in
suing PMC's board to challenge the board's plan to keep an
incumbent director in office without his standing for reelection,
even though his 3-year term will be up.
This director, David Moore, is the 28-year-old grandson of
PMC's 84-year-old Chairman Paul Mueller. Moore was last elected
to the board in 1997. After the Association announced its
contest, the board announced that it would eliminate Moore's
current seat but it would appoint him to a different seat, one
not up for election until 2001. The Association and the
Oppenheimer Investment Partnership (owner of over 23,000 shares
and shareholder for more than 4 years) allege in their lawsuit
that the incumbents have violated Missouri law capping director's
seats at 3 years (absent reelection by the shareholders) and
their fiduciary duties. The Greene County Circuit Court has not
yet reached a decision.
Association General Counsel Patrick Riley said, "If
incumbent directors can rig the system to keep each other from
ever having to come up for election, then the shareholders' right
to vote becomes meaningless."
The Association is also seeking shareholder votes for a
proposal seeking to rescind the Company's poison pill, also put
into place without a shareholder vote. The annual shareholders
meeting and directors election are scheduled now for May 1, 2000.
PMC and the Association have been unable to reach a new
labor agreement for the last several years, and several
Administrative Law Judges of the National Labor Relations Board
have upheld complaints against PMC issued by the NLRB General
Counsel, which PMC has appealed. For further information, the
Association's proxy statement is available at www.sec.gov.
