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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Mueller Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
__________________________________________
(CUSIP Number)
Harvey L. Karp, West End Road, East Hampton, N.Y. 11937
(Name, Address and Telephone Number of Person
Authorized to Received Notices and Communications)
June 6, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. _________________ Page _____________ of _______ Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvey L. Karp
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
FF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENS OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.429
14. TYPE OF REPORTING PERSON*
I
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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Item 1. Security and Issuer
Pursuant to Rule 13d-2(c), this Amendment No. 2 amends and restates the
Schedule 13D filed on March 13, 1991 and amended on June 22, 1991 (as amended,
the "Statement") by Harvey L. Karp with respect to the Common Stock, $0.01 par
value per share (the "Common Stock"), of Mueller Industries, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 2959 North Rock Road, Wichita, Kansas 67226.
Item 2. Identity and Background
(a)-(c) This Statement is being filed on behalf of Harvey L. Karp whose
business address is c/o the Company, 2959 North Rock Road, Wichita, Kansas
67226. Mr. Karp's present principal occupation is Chairman of the Board of
the Company.
(d)-(e) During the last five years, Mr. Karp has not been convicted in a
criminal proceeding nor has he 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 future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Karp is a citizen of the United States.
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Item 3. Source and Amount of Funds or Other Consideration
It is currently anticipated that any purchases of Common Stock by Mr.
Karp upon exercise of the options referred to in Item 5 of this Statement will
be paid for with Mr. Karp's personal funds.
Item 4. Purpose of Transaction
Mr. Karp has no plans or proposals which relate to or would result in any
of the matters set forth subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) By virtue of a Stock Option Agreement, dated as of December 4, 1991,
and a Stock Option Agreement, dated as of March 3, 1992, Mr. Karp has the
right to acquire a maximum aggregate of 900,000 shares of Common Stock
constituting 10.42% of the shares of Common Stock outstanding as of June 22,
1994 (computed in accordance with Rule 13d-3(d)(1) and based on the 9,559,193
shares of Common Stock indicated to be outstanding in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 26, 1994 and giving effect to
the Company's purchase of 924,875 shares of Common Stock from Quantum Fund
N.V.).
(b) Not applicable.
(c) Mr. Karp has not effected any transactions in the Common Stock
during the past sixty days.
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(d) No person other than Mr. Karp has the right to receive or power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock issuable upon exercise of the options referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Effective as of October 1, 1991, the Company entered into an employment
agreement (the "Karp Employment Agreement") with Harvey L. Karp. Pursuant to
the Karp Employment Agreement and an Option Agreement, dated as of December 4,
1991, Mr. Karp was granted an option (the "Inducement Option") to acquire
500,000 shares of Common Stock at $8.25 per share. The Inducement Option is
exercisable until one year after termination of Mr. Karp's employment with the
Company under the Karp Employment Agreement, unless Mr. Karp's employment is
terminated for Cause (as defined in the Karp Employment Agreement), in which
case the Inducement Option shall only remain exercisable for a period of 30
days following Mr. Karp's receipt of written notice from the Company
specifying the basis for Cause.
On March 3, 1992, the Company granted Mr. Karp an option
(the "Subsequent Option") to acquire a maximum of 500,000
shares of Common Stock at an exercise price of $8.25 per
share. The Subsequent Option was granted to Mr. Karp in
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addition to the Inducement Option granted to Mr. Karp pursuant to the Karp
Employment Agreement.
The Subsequent Option shall be exercisable in whole or in part on the
earliest to occur of (i) the date upon which options to acquire Common Stock
are granted by the Company, prior to December 31, 1993, as an inducement to
secure the employment of an executive with responsibilities commensurate with
those of a chief operating officer (the "New Executive Officer"),
(ii) December 31, 1993, (iii) the date upon which Mr. Karp's employment with
the Company is terminated without Cause (as defined in the Karp Employment
Agreement) and (iv) such earlier date as may be determined by the Company's
Board of Directors, and shall remain so exercisable until one year after
termination of Mr. Karp's employment with the Company under the Karp
Employment Agreement, unless Mr. Karp's employment is terminated for Cause, in
which case the Subsequent Option shall only remain exercisable for a period of
30 days following Mr. Karp's receipt of written notice from the Company
specifying the basis for Cause.
The number of shares of Common Stock subject to the Subsequent Option
shall be reduced by the number of shares of Common Stock (i) subject to any
option granted to the New Executive Officer prior to December 31, 1993 or
(ii) set aside by the Compensation Committee of the Board of Directors for the
New Executive Officer.
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Mr. Karp may exercise the Subsequent Option by delivering to the Company
a written notice stating the number of shares of Common Stock that he has
elected to purchase at that time from the Company and full payment of the
purchase price of the shares then to be purchased. Payment of the purchase
price of the shares may be made (i) by certified or bank cashier's check or
(ii) by surrender or delivery to the Company of shares of Common Stock having
an aggregate fair market value (defined as the average closing price of the
Common Stock on the New York Stock Exchange, Inc. during the five business
days immediately preceding the date on which the Subsequent Option is
exercised) equal to the purchase price. The Subsequent Option is not
transferrable otherwise than by will or the laws of descent and distribution
and is exercisable during Mr. Karp's lifetime only by him.
On June 22, 1992, William D. O'Hagan was appointed by the Company as its
Chief Operating Officer. On such date, and as an inducement to secure his
employment, the Company granted Mr. O'Hagan options to acquire 100,000 shares
of Common Stock. As a result of such grant, the number of shares of Common
Stock subject to the Subsequent Option was reduced by 100,000 and the
Subsequent Option became exercisable on June 22, 1992.
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Item 7. Material to Be Filed as Exhibits
The following are filed herewith as Exhibits to this Statement:
A. Employment Agreement, dated December 4, 1991.
B. Stock Option Agreement, dated as of December 4, 1991, and Stock
Option Agreement, dated as of March 3, 1992.
After reasonable 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.
June 22, 1994
/s/ Harvey L. Karp
Chairman of the Board
of Mueller Industries, Inc.
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INDEX TO EXHIBITS
A. Employment Agreement, dated December 4, 1991.
B. Stock Option Agreement, dated as of December 4, 1991, and Stock Option
Agreement, dated as of March 3, 1992
