<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Final Amendment
MUELLER INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
624756102
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
65 East 55th Street
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1994
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(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
disclosure 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).
Continued on following page(s)
Page 1 of 7 Pages
Exhibit Index: Page 6
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SCHEDULE 13D
CUSIP NO. 624756102 PAGE 2 OF 7 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM FUND N.V.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Netherlands Antilles
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
0
14 Type of Reporting Person*
IV; CO
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SCHEDULE 13D
CUSIP NO. 624756102 PAGE 3 OF 7 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS, doing business as a sole proprietorship
under the name Soros Fund Management
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
0
14 Type of Reporting Person*
IA; IN
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Page 4
This Final Amendment (No. 8) to Schedule 13D relates to the shares
(the "Shares") of Common Stock, par value $.01 per share, issued by Mueller
Industries, Inc., a Delaware corporation (the "Issuer"), whose principal
executive office is located at 2959 North Rock Road, Wichita, Kansas
67226-1191. This Amendment amends the initial statement on Schedule 13D filed
on January 7, 1991, as heretofore amended (the "Schedule 13D"), and is being
filed by Quantum Fund N.V., a Netherlands Antilles corporation ("Quantum"), and
Mr. George Soros, in his capacity as sole proprietor of an investment advisory
firm conducting business under the name Soros Fund Management. Capitalized
terms used and not defined herein shall have the meanings set forth in the
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended supplementally as follows:
(a) As a result of the sale described in clause (c) below, as of
the close of business on June 3, 1994, Quantum does not beneficially own any
Shares.
(c) On June 3, 1994, Quantum sold 924,875 Shares to the Issuer in
a private transaction at a price of $28.00 per Share. Such transaction was
authorized by unanimous approval of the Board of Directors of the Issuer and
approved by the Chairman and Chief Executive Officer of the Issuer in
accordance with the provisions of the Standstill Agreement.
(e) As of June 3, 1994, as a result of the sale described in
clause (c) above, Quantum ceased to be the beneficial owner of any outstanding
Shares.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended supplementally as follows:
In connection with the sale of the 924,875 Shares described in
Item 5 above, the Standstill Agreement was terminated effective June 3, 1994.
A copy of a letter agreement relating to such transaction and terminating the
Standstill Agreement is attached hereto as Exhibit A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(A) Letter Agreement dated June 3, 1994.
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Page 5
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: June 3, 1994 QUANTUM FUND N.V.
By /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
GEORGE SOROS
By /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
<PAGE> 6
Page 6
INDEX OF EXHIBITS
EXHIBIT PAGE
A Letter Agreement dated June 3, 1994. 7
<PAGE> 1
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EXECUTIVE OFFICES
MUELLER
INDUSTRIES, INC.
June 3, 1994
Quantum Fund N.V.
c/o Mr. Gary Gladstein
Soros Fund Management
888 Seventh Avenue, Suite 3300
New York, New York 10106
Dear Sirs:
Mueller Industries, Inc. (the "Company") and Quantum Fund N.V. ("Quantum") are
parties to a Standstill Agreement, dated July 1, 1993, which, among other
things, prohibits Quantum from offering or selling common stock of the Company
prior to December 31, 1994, except with the prior written consent of the
Company's Chairman of the Board and Chief Executive Officer. Our consent has
been requested to permit Quantum to sell 924,875 shares of the Company's common
stock to the Company at a price of $28.00 per share (the "Repurchase"). By
this letter, Harvey L. Karp hereby confirms that he is Chairman of the Board
and William O'Hagan hereby confirms that he is Chief Executive Officer, of the
Company and that the Board of Directors of the Company has unanimously approved
our consenting to, and we hereby consent to, the Repurchase as contemplated by
such Standstill Agreement.
In connection with the Repurchase, the Company and Quantum hereby agree that
such Standstill Agreement is terminated and of no further effect as of the date
of this letter agreement.
Sincerely,
/s/ Harvey L. Karp /s/ William O'Hagan
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Harvey L. Karp William O'Hagan
Chairman Chief Executive Officer
Agreed as of the
date set forth above:
QUANTUM FUND N.V.
By: /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-fact
MUELLER INDUSTRIES, INC.
By: /s/ Harvey L. Karp
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Harvey L. Karp
Chairman
E:\MMH\SEC\MUELLER1.13D
