<PAGE>1
As filed with the Securities and Exchange Commission on July 22, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MUELLER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 25-0790410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2959 North Rock Road
Wichita, Kansas 67226-1191
(Address of principal executive offices) (zip code)
Mueller Industries, Inc. 1994 Stock Option Plan and 1994 Non-Employee Director
Stock Option Plan
(Full title of the plans)
William H. Hensley
Vice President, General
Counsel and Secretary
Mueller Industries, Inc.
2959 North Rock Road
Wichita, Kansas 67226-1191
(316) 636-6300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Neil Novikoff, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount To Proposed Maximum Offering Proposed Maximum Amount of
Being Registered Be Registered (1) Price per Share (2) Aggregate Offering Price (2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par 225,000 $31.00 $6,975,000 $2,406
value per share
</TABLE>
(1) This Registration Statement covers the 225,000 shares of Common Stock
authorized to be issued under the Mueller Industries, Inc. 1994 Stock
Option Plan and 1994 Non-Employee Director Stock Option Plan.
(2) Estimated solely for purposes of calculating the amount of the
registration fee based on the price per share of the Common Stock as
quoted on the New York Stock Exchange as of July 21, 94, pursuant to
Rule 457(h) under the Securities Act of 1933, as amended.
<PAGE>2
PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Mueller Industries, Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 25, 1993, filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 26, 1994 and June 25, 1994, filed pursuant to
the Exchange Act; and
(c) The description of Company's Common Stock, par value $0.01
per share (the "Common Stock"), which is contained in the Company's
registration statement on Form 8-A, File No. 1-6770, dated January
22, 1991, filed pursuant to the Exchange Act, including the
amendment filed by the Company on Form 8, dated February 12, 1991.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE>3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise. A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer,
director, employee or agent in defending such action, provided that the
director or officer undertakes to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
corporation. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which an officer
or director may be entitled under any corporation's by-law, agreement, vote or
otherwise.
In accordance with Section 145 of the DGCL, Article 7 of the
Company's Certificate of Incorporation, as amended (the "Certificate") and the
Company's By-Laws (the "By-Laws") provide that the Company shall indemnify
each person who is or was a director, officer, employee or agent of the
Company (including the heirs, executors, administrators or estate of such
person) or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by the DGCL or any
successor statute. The indemnification provided by the Certificate and the
By-Laws shall not be deemed exclusive of any other rights to which any of
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her individual capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The Certificate and the By-Laws provide that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct of a knowing violation of law, (iii) under
Section 174 of the DGCL, or
<PAGE>4
(iv) for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.
The By-Laws further provide that the Company may purchase and
maintain insurance on behalf of its directors, officers, employees and agents
against any liabilities asserted against such persons arising out of such
capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit No.
4.1 Specimen Common Stock certificate of the Company (incorporated
herein by reference to Exhibit 4.1 of the Company's current report
on Form 8-K dated December 28, 1990).
4.2 Copy of the Company's Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 of the Company's
current report on Form 8-K dated December 28, 1990).
4.3 Copy of the Company's By-Laws, as amended and restated effective May
12, 1994.
5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as to
the legality of the shares being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney of the Board of Directors (included on the
signature page hereof).
<PAGE>5
Item 9. UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director,
<PAGE>6
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>7
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wichita, State of Kansas, on the 22nd day of July,
1994.
MUELLER INDUSTRIES, INC.
By: /s/ Harvey L. Karp
Harvey L. Karp
Chairman of the Board
POWER OF ATTORNEY
Each of the undersigned officers and directors of MUELLER
INDUSTRIES, INC. hereby severally constitutes and appoints Harvey L. Karp and
William D. O'Hagan, and each of them, as attorneys-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to
sign any further amendments to this Registration Statement (including post-
effective amendments), and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact, or either of them, may lawfully do or
cause to be done by virtue hereof.
<PAGE>8
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
_________ _____ ____
<S> <C> <C>
/s/ Harvey L. Karp Chairman of the Board and Director July 22, 1994
Harvey L. Karp
/s/ William D. O'Hagan President, Chief Executive Officer and Director July 22, 1994
William D. O'Hagan
/s/ Earl W. Bunkers Chief Financial Officer (Principal Accounting Officer) July 22, 1994
Earl W. Bunkers
/s/ Kent A. McKee Treasurer and Assistant Secretary July 22, 1994
Kent A. McKee
/s/ Roy C. Harris Corporate Controller July 22, 1994
Roy C. Harris
/s/ Rodman L. Drake Director July 22, 1994
Rodman L. Drake
/s/ Allan Mactier Director July 22, 1994
Allan Mactier
/s/ Robert Pasquarelli Director July 22, 1994
Robert Pasquarelli
</TABLE>
<PAGE>9
INDEX TO EXHIBITS
Exhibit No. Description
___________ ___________
4.1 Specimen Common Stock certificate of the Company (incorporated
herein by reference to Exhibit 4.1 of the Company's current
report on Form 8-K dated December 28, 1990).
4.2 Copy of the Company's Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 of the
Company's current report on Form 8-K dated December 28, 1990).
4.3 Copy of the Company's By-Laws, as amended and restated
effective May 12, 1994.
5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as
to the legality of the shares being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Willkie Farr & Gallagher (contained
in Exhibit 5).
24 Power of Attorney of the Board of Directors
(included on the signature page hereof).
<PAGE>1
BY-LAWS
OF
MUELLER INDUSTRIES, INC.
(RESTATED AS OF MAY 12, 1994)
ARTICLE I
Offices
The registered office of the Corporation shall be in the City of
Dover, County of Kent, State of Delaware. The Corporation also may have
offices at such other places, within or without the State of Delaware, as the
Board determines from time to time or the business of the Corporation
requires.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings, etc. Except as otherwise provided in
these By-laws, all meetings of the stockholders shall be held at such dates,
times and places, within or without the State of Delaware, as shall be
determined by a majority of the Entire Board of Directors (as hereinafter
defined) and as shall be stated in the notice of the meeting or in waivers of
notice thereof. If the place of any meeting is not so fixed, it shall be held
at the registered office of the Corporation in the State of Delaware.
Section 2. Annual Meeting. The annual meeting of stockholders for
the election of directors and the transaction of
<PAGE>2
such other business as properly may be brought before the meeting shall be
held on such date after the close of the Corporation's fiscal year, as a
majority of the Entire Board of Directors may from time to time determine.
Section 3. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, may be called by the Chairman or the President
and shall be called by the Chairman upon the written request of a majority of
the Entire Board of Directors. The request shall state the date, time, place
and purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. Except as otherwise required or
permitted by law, whenever the stockholders are required or permitted to take
any action at a meeting, written notice thereof shall be given, stating the
place, date and time of the meeting and, unless it is the annual meeting, by
or at whose direction it is being issued. The notice also shall designate the
place where the stockholders' list is available for examination, unless the
list is kept at the place where the meeting is to be held. Notice of a
special meeting also shall state the purpose or purposes for which the meeting
is called. A copy of the notice of any meeting shall be delivered personally
or shall be mailed, not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder or record entitled to vote
at the meeting. If mailed, the notice shall be given when deposited in the
United States mail, postage
<PAGE>3
prepaid, and shall be directed to each stockholder at his address as it
appears on the record of stockholders, unless he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed
to some other address, in which case it shall be directed to him at the other
address. Notice of any meeting of stockholders shall not be required to be
given to any stockholder who shall attend the meeting, except for the express
purpose of objecting at the beginning thereof to the transaction of any
business because the meeting is not lawfully called or convened, or who shall
submit, either before or after the meeting, a signed waiver of notice. Unless
the Board, after the adjournment, shall fix a new record date for an adjourned
meeting or unless the adjournment is for more than thirty (30) days, notice of
an adjourned meeting need not be given if the place, date and time to which
the meeting shall be adjourned is announced at the meeting at which the
adjournment is taken.
Section 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation, at all meetings of
stockholders the holders of a majority of the outstanding shares of the
Corporation entitled to vote at the meeting shall be present in person or by
proxy in order to constitute a quorum for the transaction of business.
Section 6. Voting. Except as otherwise provided by the Certificate
of Incorporation of the Corporation, at any meeting of the stockholders every
stockholder of record having
<PAGE>4
the right to vote thereat shall be entitled to one vote for every share of
stock standing in his name as of the record date and entitling him to so vote.
A stockholder may vote in person or by proxy. Except as otherwise provided by
law or by the Certificate of Incorporation of the Corporation, any corporate
action to be taken by a vote of the stockholders, other than the election of
directors, shall be authorized by not less than a majority of the votes cast
at a meeting by the stockholders present in person or by proxy and entitled to
vote thereon. Directors shall be elected as provided in Section 2 of Article
III of these By-laws. Written ballots shall not be required for voting on any
matter unless ordered by the Chairman of the meeting.
Section 7. Proxies. Every proxy shall be executed in writing by
the stockholder or by his attorney-in-fact.
Section 8. List of Stockholders. At least ten (10) days before
every meeting of stockholders, a list of the stockholders (including their
addresses) entitled to vote at the meeting and their record holdings as of the
record date shall be open for examination by any stockholder, during ordinary
business hours, at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list also shall
be kept at and throughout the meeting.
<PAGE>5
Section 9. Conduct of Meetings. At each meeting of the
stockholders, the Chairman of the Board of Directors along with the President,
or either of them acting individually in the event of the absence of the
President or Chairman or, in their absence, one of the Vice Chairman, if any,
shall act as Chairmen or Chairman of the meeting. The Secretary or, in his
absence, any person appointed by the Chairmen or Chairman of the meeting shall
act as Secretary of the meeting and shall keep the minutes thereof. The order
of business at all meetings of the stockholders shall be as determined by the
Chairmen or Chairman of the meeting.
Section 10. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation of the Corporation, any
action which may be taken at any annual or special meeting of stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed, in
person or by proxy, by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote thereon were present
and voted in person or by proxy. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing, but who were entitled
to vote on the matter.
<PAGE>6
ARTICLE III
Board of Directors
Section 1. Number of Board Members. The Board shall consist of one
(1) or more members. Until such time as the Board determines otherwise, the
number of directors shall be nine (9). The number of directors may be reduced
or increased from time to time by resolution of a majority of the Entire Board
of Directors, but no decrease may shorten the term of an incumbent director.
When used in these By-laws, the phrase "Entire Board of Directors" means the
total number of directors which the Corporation would have if there were no
vacancies.
Section 2. Election and Term. Except as otherwise provided by law
or by these By-laws, the directors shall be elected at the annual meeting of
the stockholders and the persons receiving a plurality of the votes cast shall
be so elected. Subject to his earlier death, resignation or removal as
provided in Section 3 of this Article III, each director shall hold office
until his successor shall have been duly elected and shall have qualified.
Section 3. Removal. A director may be removed, but only with
cause, by action of a majority of the Entire Board of Directors or the
stockholders.
Section 4. Resignations. Any director may resign at any time by
giving written notice of his resignation to the
<PAGE>7
Corporation. A resignation shall take effect at the time specified therein
or, if the time when it shall become effective shall not be specified therein,
immediately upon its receipt, and, unless otherwise specified therein, the
acceptance of a resignation shall not be necessary to make it effective.
Section 5. Vacancies. Any vacancy in the Board arising from an
increase in the number of directors or otherwise may be filled by the vote of
a majority of the remaining directors on the Board of Directors. Subject to
his earlier death, resignation or removal as provided in Section 3 of this
Article III, each director so elected shall hold office until his successor
shall have been duly elected and shall have qualified or for the unexpired
term of his predecessor, as the case may be.
Section 6. Place of Meetings. Except as otherwise provided in
these By-laws, all meetings of the Board shall be held at such places, within
or without the State of Delaware, as the Board determines from time to time.
Section 7. Annual Meeting. The annual meeting of the Board shall
be held either (a) without notice immediately after the annual meeting of
stockholders and in the same place, or (b) as soon as practicable after the
annual meeting of stockholders on such date and at such time and place as the
Board determines.
Section 8. Regular Meetings. Regular meetings of the Board shall
be held on such dates and at such places and times as
<PAGE>8
the Board determines. Notice of regular meetings need not be given, except as
otherwise required by law.
Section 9. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board of Directors or the President of the
Corporation and shall be called by the Chairman of the Board of Directors, the
President or the Secretary upon the written request of a majority of the
entire Board of Directors. The request shall state the date, time, place and
purpose or purposes of the proposed meeting.
Section 10. Notice of Meetings. Notice of each special meeting of
the Board (and of each annual meeting held pursuant to subdivision (b) of
Section 7 of this Article III) shall be given, not later than 48 hours before
the meeting is scheduled to commence, by the Chairman of the Board of
Directors, the President or the Secretary and shall state the place, date and
time of the meeting. Notice of each meeting may be delivered to a director by
hand or given to a director orally (whether by telephone or in person) or
mailed or telegraphed to a director at his residence or usual place of
business, provided, however, that if notice of less than 72 hours is given it
may not be mailed. If mailed, the notice shall be deemed to have been given
when deposited in the United States mail, postage prepaid, and if telegraphed,
the notice shall be deemed to have been given when the contents of the
telegram are transmitted to the telegraph service with instructions that the
telegram immediately be
<PAGE>9
dispatched. Notice of any meeting need not be given to any director who shall
submit, either before or after the meeting, a signed waiver of notice or who
shall attend the meeting, except if such director shall attend for the express
purpose of objecting at the beginning thereof to the transaction of any
business because the meeting is not lawfully called or convened. Notice of
any adjourned meeting, including the place, date and time of the new meeting,
shall be given to all directors not present at the time of the adjournment, as
well as to the other directors unless the place, date and time of the new
meeting is announced at the adjourned meeting.
Section 11. Quorum. A majority of the Entire Board of Directors
shall constitute a quorum and be sufficient for the transaction of business,
and any act of a majority of the Entire Board of Directors at which a quorum
is present shall be the act of the Board of Directors.
Section 12. Conduct of Meetings. At each meeting of the Board, the
Chairman of the Board of Directors along with the President, or either of them
acting individually in the event of the absence of the Chairman or the
President or, in their absence, one of the Vice Chairmen shall act as Chairmen
or Chairman of the meeting. The Secretary or, in his absence, any person
appointed by the Chairmen or Chairman of the meeting shall act as Secretary of
the meeting and keep the minutes thereof.
<PAGE>10
The order of business at all meetings of the Board shall be as determined by
the Chairmen or Chairman of the meeting.
Section 13. Committees of the Board. The Board, by resolution
adopted by a majority of the entire Board, may designate an executive
committee and other committees, each consisting of one (1) or more directors.
Each committee (including the members thereof) shall serve at the pleasure of
the Board and shall keep minutes of its meetings and report the same to the
Board. The Board shall initially have an Audit Committee, with the powers
enumerated in Section 14 hereof. The Board may designate one or more
directors as alternate members of any committee. Alternate members may
replace any absent or disqualified member or members at any meeting of a
committee. In addition, in the absence or disqualification of a member of a
committee, if no alternate member has been designated by the Board, the
members present at any meeting and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of the absent or disqualified member.
Except as limited by law, each committee, to the extent provided in
the resolution establishing it, shall have and may exercise all the powers and
authority of the Board with respect to all matters.
Section 14. Audit Committee. The Audit Committee shall consist of
at least two (2) members of the Board. The
<PAGE>11
Audit Committee's powers shall include, but shall not be limited to, the
following: to make recommendations to the Board regarding the appointment of
the Corporation's independent accountants; to review and approve any major
changes in accounting policy; to review the arrangements for, scope and
results of the independent audit; to review and approve the scope of non-audit
services to be performed by the Corporation's independent accountants and to
consider the possible effect on the independence of the accountants; to review
the effectiveness of the Corporation's internal auditing procedures and
personnel; to review the Corporation's policies and procedures for compliance
with disclosure requirements with respect to conflicts of interest and for
prevention of unethical, questionable or illegal payments; and to take such
other actions as the Board shall from time to time so authorize.
Section 15. Compensation Committee. The Compensation Committee
shall consist of at least two (2) members of the Board. The Compensation
Committee's powers shall include, but shall not be limited to the following:
to establish compensation policies, to recommend salary levels, salary
increases and bonus payments, to grant stock options, to provide an overview
of the Company's compensation programs and to take such other actions as the
Board shall from time to time authorize.
Section 16. Operation of Committees. A majority of all the members
of a committee shall constitute a quorum for the
<PAGE>12
transaction of business, and the vote of a majority of all the members of a
committee present at a meeting at which a quorum is present shall be the act
of the committee.
Each committee shall adopt whatever other rules of procedure it
determines for the conduct of its activities.
Section 17. Consent to Action. Any action required or permitted to
be taken at any meeting of the Board or of any committee may be taken without
a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 18. Meetings Held Other Than in Person. Members of the
Board or any committee may participate in a meeting of the Board or committee,
as the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.
ARTICLE IV
Officers
Section 1. Executive Officers, etc. The executive officers of the
Corporation shall be a Chairman of the Board of Directors, a Chief Executive
Officer, a President, a Secretary and a Treasurer. The Board also may elect
or appoint one or more
<PAGE>13
Vice Chairmen of the Board of Directors (who, if so elected or appointed would
be executive officers of the Corporation), one or more Vice Presidents (any of
whom may be designated as Executive Vice Presidents or otherwise), or any
other officers it deems necessary or desirable for the conduct of the business
of the Corporation, each of whom shall have such powers and duties as the
Board determines. Any officer may devote less than one hundred percent (100%)
of his working time to his activities as such if the Board so approves.
Section 2. Duties.
(a) The Chairman of the Board of Directors. The Chairman of
the Board of Directors shall perform, in the absence or disability of the
Chief Executive Officer, the duties and exercise the powers of the Chief
Executive Officer and shall have such other powers and duties as a majority of
the Entire Board of Directors or the Chief Executive Officer assigns to him,
including, if so assigned, general charge and control of the business and
affairs of the Corporation. The Chairman of the Board of Directors along with
the President shall preside at all meetings of the stockholders and the Board,
and in the event of the absence of the Chairman of the Board the President
alone shall preside.
(b) The Vice Chairman of the Board of Directors. The Vice
Chairman or, if there shall be more than one, the Vice Chairmen, of the Board
of Directors shall, subject to the control
<PAGE>14
of the Board of Directors, have such powers and duties as the Chairman or a
majority of the Entire Board of Directors assigns to him. Notwithstanding the
granting of powers to and imposition of duties upon the Chairman of the Board
of Directors and President under this Article, whenever these By-laws grant
powers or impose duties jointly upon the Chairman or the President, those same
powers are granted and those same duties are imposed upon the Vice Chairman,
or Vice Chairmen if there shall be more than one.
(c) The President. The President shall be the chief operating
officer of the Corporation and shall have responsibility for the day-to-day
operation of the Corporation, subject to the control of the Chief Executive
Officer, the Chairman and the Vice Chairman or Vice Chairmen, if any, and he
shall have such other powers and duties as a majority of the Entire Board of
Directors assigns to him. The President along with the Chairman of the Board
of Directors shall preside at all meetings of the stockholders and the Board,
and in the event of the absence of the President, the Chairman alone shall
preside.
(d) The Vice President. The Vice President or, if there shall
be more than one, the Vice Presidents, if any, in the order of their seniority
or in any other order determined by the Board, shall perform, in the absence
of disability of the President, the duties and exercise the powers of the
President and shall have such other powers and duties as the Chief
<PAGE>15
Executive Officer, the Chairman, the President, or a majority of the Entire
Board of Directors assigns to him or to them.
(e) The Secretary. Except as otherwise provided in these By-
laws or as directed by the Board, the Secretary shall attend all meetings of
the stockholders and the Board; he shall record the minutes of all proceedings
in books to be kept for that purpose; he shall give notice of all meetings of
the stockholders and special meetings of the Board; and he shall keep in safe
custody the seal of the Corporation and, when authorized by the Board, he
shall affix the same to any corporate instrument. The Secretary shall have
such other powers and duties as the Board assigns to him.
(f) The Treasurer. Subject to the control of the Board, the
Treasurer shall have the care and custody of the corporate funds and the books
relating thereto; he shall perform all duties incident to the office of
Treasurer; and he shall have such other powers and duties as the Board assigns
to him.
(g) Chief Executive Officer. Subject to the control of the
Board of Directors, the Chief Executive Officer shall have general charge and
control of the business and affairs of the Corporation.
Section 3. Election; Removal. Subject to his earlier death,
resignation or removal as hereinafter provided, each officer shall hold his
office until his successor shall have been duly elected and shall have
qualified. Any officer may be
<PAGE>16
removed at any time, with or without cause, by a majority of the Entire Board
of Directors.
Section 4. Resignations. Any officer may resign at any time by
giving written notice of his resignation to the Corporation. A resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt,
and, unless otherwise specified therein, the acceptance of a resignation shall
not be necessary to make it effective.
Section 5. Vacancies. If an office becomes vacant for any reason,
a majority of the Entire Board of Directors may fill the vacancy, and each
officer so elected shall serve for the remainder of his predecessor's term.
ARTICLE V
Provisions Relating to Stock
Certificates and Stockholders
Section 1. Certificates. Certificates for the Corporation's
capital stock shall be in such form as required by law and as approved by the
Board. Each certificate shall be signed in the name of the Corporation by the
Chairman, a Vice Chairman, the President or any Vice President and by the
Secretary, the Treasurer or any Assistant Secretary or any Assistant Treasurer
and shall bear the seal of the Corporation or a facsimile thereof. If any
certificate is countersigned by a
<PAGE>17
transfer agent or registered by a registrar, other than the Corporation or its
employees, the signature of any officer of the Corporation may be a facsimile
signature. In case any officer, transfer agent or registrar who shall have
signed or whose facsimile signature was placed on any certificate shall have
ceased to be such officer, transfer agent or registrar before the certificate
shall be issued, it may nevertheless be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the
date of issue.
Section 2. Lost Certificates, etc. The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of the lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit of that fact and to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of the certificate or the issuance of a new
certificate.
Section 3. Transfers of Shares. Transfers of shares shall be
registered on the books of the Corporation maintained for that purpose after
due presentation of the stock certificates therefore appropriately endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer.
<PAGE>18
Section 4. Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or for the purpose of any other action, the Board may
fix, in advance, a record date, which shall not be more than sixty (60) nor
less than ten (10) days before the date of any such meeting, nor more than
sixty (60) days prior to any other action.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification. The Corporation shall, to the fullest
extent permitted by the General Corporation Law of the State of Delaware, as
the same exists or may be hereafter amended or supplemented, or by any
successor thereto, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said Law. Such
right of indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person. No director shall have
any
<PAGE>19
personal liability to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of any director: a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, c) under Section 174 of the Delaware General
Corporation Law, or d) for any transaction from which the director derived an
improper personal benefit. Such right of indemnification shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such
person. The indemnification provided for herein shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under the Certificate of Incorporation of the Corporation, any agreement, vote
of stockholders or disinterested directors or otherwise.
Section 2. Insurance. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his
<PAGE>20
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of Section 1 of the
By-laws or under Section 145 of the General Corporation Law or any other
provision of law.
ARTICLE VII
General Provisions
Section 1. Dividends, etc. To the extent permitted by law, the
Board shall have full power and discretion, subject to the provisions of the
Certificate of Incorporation of the Corporation and the terms of any other
corporate document or instrument binding upon the Corporation, to determine
what, if any, dividends or distributions shall be declared and paid or made.
Section 2. Seal. The Corporation's seal shall be in such form as
is required by law and as shall be approved by the Board.
Section 3. Fiscal Year. The fiscal year of the Corporation shall
be determined by the Board.
Section 4. Voting Shares in Other Corporations. Unless otherwise
directed by the Board, shares in other corporations which are held by the
Corporation shall be represented and voted only by the Chairman of the Board
or the President or by a proxy or proxies appointed by either of them acting
individually.
<PAGE>21
ARTICLE VIII
Amendments
By-laws may be adopted, amended or repealed by a majority of the
Entire Board of Directors, subject to the right of the stockholders to adopt,
amend or repeal any By-law made by a majority of the Entire Board of
Directors.
<PAGE>1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
July 22, 1994
Mueller Industries, Inc.
2959 North Rock Road
Wichita, Kansas 67226
Ladies and Gentlemen:
We have acted as counsel to Mueller Industries, Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission on the date hereof, in connection with the registration under the
Securities Act of 1933, as amended, by the Company of an aggregate of 225,000
shares of Common Stock, par value $0.01 per share (the "Common Stock"),
issuable in accordance with the terms of the Mueller Industries, Inc. 1994
Stock Option Plan and 1994 Non-Employee Directors Stock Option Plan
(collectively, the "Plans").
As counsel for the Company, we have examined, among other things, such
originals or copies (certified or otherwise identified to our satisfaction) of
such documents, certificates and records as we deemed necessary and
appropriate for the purpose of preparing this opinion.
Based on the foregoing, we are of the opinion that the shares of Common Stock
have been duly and validly authorized for issuance and, when issued and paid
for in accordance with the terms of the Plans, will be validly issued, fully
paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement.
Very truly yours,
WILLKIE FARR & GALLAGHER
<PAGE>1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-00000) pertaining to the Mueller Industries, Inc. 1994 Stock
Option Plan and 1994 Non-Employee Director Stock Option Plan of our report
dated February 14, 1994, with respect to the consolidated financial statements
and schedules of Mueller Industries, Inc., included and/or incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 25,
1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Wichita, Kansas
July 15, 1994
