<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MUELLER INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
[LOGO]
MUELLER INDUSTRIES, INC.
6799 GREAT OAKS ROAD, SUITE 200
MEMPHIS, TENNESSEE 38138
TELEPHONE: (901) 753-3200
------------------------
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD
MAY 7, 1997
------------------------
To the Stockholders of
Mueller Industries, Inc.
The Annual Meeting of Stockholders of Mueller Industries, Inc. (the
"Company"), will be held at the Fogelman Executive Center at The University of
Memphis, 330 Deloach Street, Memphis, Tennessee 38152 on Wednesday, May 7, 1997,
at 10:00 A.M. local time, for the following purposes:
1. To elect five directors, each to serve until the next annual meeting of
stockholders (tentatively scheduled for May 6, 1998) or until his
successor is elected and qualified;
2. To consider and act upon a proposal to approve the appointment of Ernst
& Young LLP, independent public accountants, as auditors of the Company
for the year ending December 27, 1997; and
3. To consider and transact such other business as may properly be brought
before the Annual Meeting and any adjournment(s) thereof.
Only stockholders of record at the close of business on March 12, 1997, will
be entitled to notice of and vote at the Annual Meeting or any adjournment(s)
thereof. A complete list of the stockholders entitled to vote at the Annual
Meeting will be prepared and maintained at the Company's corporate headquarters
at 6799 Great Oaks Road, Suite 200, Memphis, Tennessee 38138. This list will be
available for inspection by stockholders of record during normal business hours
for a period of at least 10 days prior to the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE SIZE OF YOUR HOLDINGS. WHETHER OR NOT YOU INTEND TO BE PRESENT
AT THE MEETING IN PERSON, WE URGE YOU TO MARK, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
William H. Hensley
CORPORATE SECRETARY
March 18, 1997
<PAGE>
PROXY STATEMENT
MUELLER INDUSTRIES, INC.
6799 GREAT OAKS ROAD, SUITE 200
MEMPHIS, TENNESSEE 38138
TELEPHONE: (901) 753-3200
------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1997
------------------------
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Mueller
Industries, Inc., a Delaware corporation (the "Company"), for use at the annual
meeting of stockholders (the "Annual Meeting") to be held at the Fogelman
Executive Center at The University of Memphis, 330 Deloach Street, Memphis,
Tennessee 38152, on Wednesday, May 7, 1997, at 10:00 A.M. local time, or at any
adjournment(s) thereof.
This Proxy Statement, together with the Company's Annual Report for the
fiscal year ended December 28, 1996, is first being mailed on or about March 18,
1997.
When a proxy card is returned properly signed, the shares represented
thereby will be voted in accordance with the stockholder's directions appearing
on the card. If the proxy card is signed and returned without directions, the
shares will be voted in favor of the proposals set forth thereon and for the
nominees named herein. The discretion granted in the accompanying proxy card
includes the authority to vote on all additional matters properly coming before
the Annual Meeting as the persons named in the proxy deem appropriate. A
stockholder giving a proxy may revoke it at any time before it is voted at the
Annual Meeting by giving written notice to the secretary of the Meeting, or by
casting a ballot at the Annual Meeting. Votes cast by proxy or in person at the
Annual Meeting will be tabulated by election inspectors appointed for the
Meeting. The election inspectors will also determine whether a quorum is
present. The holders of a majority of the shares of common stock, $.01 par value
per share ("Common Stock"), outstanding and entitled to vote who are present
either in person or represented by proxy constitute a quorum for the Annual
Meeting. The election inspectors will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted. If a broker indicates on a proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares will
not be considered as present and entitled to vote with respect to that matter.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, directors, officers and employees of the Company may
solicit proxies by telephone or otherwise. The Company will reimburse brokers or
other persons holding stock in their names or in the names of their nominees for
their charges and expenses in forwarding proxies and proxy material to the
beneficial owners of such stock.
VOTING SECURITIES
The Company had 17,485,988 outstanding shares of Common Stock at the close
of business on March 12, 1997, which are the only securities of the Company
entitled to be voted at the Annual Meeting. The record holder of each share of
Common Stock is entitled to one vote on each matter that may properly
<PAGE>
be brought before the Annual Meeting. Only stockholders of record at the close
of business on March 12, 1997, will be entitled to notice of, and to vote at,
the Annual Meeting. The Company's Certificate of Incorporation and Bylaws do not
provide for cumulative voting for the election of Directors.
PRINCIPAL STOCKHOLDERS
As of March 7, 1997, the following parties were known by the Company to be
the "beneficial owner" of more than five percent of the Common Stock:
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
- ------------------------------------------------ ----------------- --------------
<S> <C> <C>
Harvey L. Karp 1,812,000(1) 9.40%(1)
c/o Mueller Industries, Inc.
6799 Great Oaks Road, Suite 200
Memphis, Tennessee 38138
FMR Corp. 1,027,300(2) 5.87%
Edward C. Johnson 3d
Abigail P. Johnson
Fidelity Management & Research Company
Fidelity Magellan Fund
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ------------------------
(1) Includes 1,800,000 shares of Common Stock that Mr. Karp has the right to
acquire pursuant to the exercise of options.
(2) Fidelity Management & Research Company ("Fidelity"), a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is the beneficial owner of
1,027,300 shares of Common Stock as a result of acting as investment adviser
to Fidelity Magellan Fund, an investment company registered under Section 8
of the Investment Company Act of 1940 ("Fidelity Magellan"). Fidelity
Magellan owned 1,027,300 shares or 5.87% of the Common Stock outstanding on
March 7, 1997. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of shares owned
directly by Fidelity Magellan, which power resides with the Fidelity
Magellan's Board of Directors. Fidelity carries out the voting of shares
under written guidelines established by Fidelity Magellan's Board of
Trustees. Members of the Edward C. Johnson 3d family and trusts for their
benefit are the predominant owners of Class B shares of common stock of FMR
Corp., representing approximately 49% of the voting power of FMR Corp.
Edward C. Johnson 3d owns 12.0% and Abigail P. Johnson owns 24.5% of the
aggregate outstanding voting common stock of FMR Corp. Mr. Johnson is
Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The
Johnson family group and all other Class B shareholders of FMR Corp. have
entered into a shareholder's voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and the
execution of the shareholder's voting agreement, members of the Johnson
family may be deemed to form a controlling group with respect to FMR Corp.
This information is based on a Schedule 13G, dated February 14, 1997,
jointly made by FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson,
Fidelity and Fidelity Magellan.
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors proposes to elect the following five persons at the
Annual Meeting to serve (subject to the Company's Bylaws) as directors of the
Company until the next Annual Meeting (tentatively scheduled for May 6, 1998),
or until the election and qualification of their successors: Robert B. Hodes,
Harvey L. Karp, Allan Mactier, William D. O'Hagan and Robert J. Pasquarelli. If
any such person should be unwilling or unable to serve as a director of the
Company, which is not anticipated, the persons named in the proxy will vote the
proxy for substitute nominees selected by them unless the number of directors
has been reduced to the number of nominees willing and able to serve.
Directors are elected by a plurality of the votes cast. "Plurality" means
that the individuals who receive the largest number of votes cast "For" are
elected as directors up to the maximum number of directors to be chosen at the
Annual Meeting. Consequently, any shares not voted "For" a particular director
(whether as result of a direction to withhold or a broker non-vote) will not be
counted in such director's favor.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND
OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEES
The following table sets forth, as of March 7, 1997, information about the
shares of Common Stock (calculated based on 17,485,988 shares outstanding)
beneficially owned by each of the Company's current directors, nominees for
director, executive officers and Named Officers (as defined under "Executive
Compensation"). Unless otherwise indicated, all directors and nominees for
director, executive officers and Named Officers have sole voting and investment
power with respect to the shares of Common Stock reported. The table and the
accompanying footnotes set forth their current positions with the Company,
principal occupations and employment over the preceding five years, age and
directorships held in certain other publicly-owned companies.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AS OF PERCENT
PRINCIPAL OCCUPATION, EMPLOYMENT, ETC. MARCH 7, 1997 OF CLASS
- --------------------------------------------------- ------------- -----------
<S> <C> <C>
Robert B. Hodes.................................... 15,500 *
Director of the Company since February 10,
1995; Director of Aerointernational, Inc., W.R.
Berkley Corporation, Crystal Oil Company,
Global Telecommunications, Limited, Loral
Corporation, Loral Space & Communications Ltd.,
R.V.I. Guaranty, Ltd., LCH Investments N.V. and
Restructured Capital Holdings, Ltd.; age 71 (1)
Harvey L. Karp..................................... 1,812,000 9.40%
Chairman of the Board of Directors since
October 8, 1991; Director since August 1991;
age 69 (2)
Allan Mactier...................................... 303,800 1.74%
Director of the Company since December 1990;
age 74 (3)
William D. O'Hagan................................. 256,068 1.44%
Chief Executive Officer of the Company since
January 1, 1994; Chief Operating Officer of the
Company since June 22, 1992; President of the
Company since December 1, 1992; Director of the
Company since January 1993; age 55 (4)
Robert J. Pasquarelli.............................. 16,600 *
Director of the Company since July 1991; age 51
(5)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AS OF PERCENT
PRINCIPAL OCCUPATION, EMPLOYMENT, ETC. MARCH 7, 1997 OF CLASS
- --------------------------------------------------- ------------- -----------
<S> <C> <C>
Earl W. Bunkers.................................... 44,342 *
Executive Vice President and Chief Financial
Officer of the Company since August 28, 1991;
age 63 (6)
William H. Hensley................................. 82,065 *
Vice President and General Counsel of the
Company since December 16, 1991; Secretary of
the Company since January 30, 1992; age 46 (7)
Lowell Hill........................................ 200 *
Vice President--Human Resources of the Company
since December 14, 1995; age 52 (8)
Kent A. McKee...................................... 37,102 *
Vice President--Business Development/Investor
Relations of the Company since December 14,
1995; age 36 (9)
Richard G. Miller.................................. 7,980 *
Vice President and Chief Information Officer of
the Company since November 10, 1994; age 44
(10)
Lee R. Nyman....................................... 28,486 *
Vice President--Manufacturing/Management
Engineering of the Company since July 7, 1993;
age 44 (11)
James H. Rourke.................................... 44,566 *
Group Vice President--Industrial Products
Division of the Company since December 14,
1995; age 48 (12)
Executive Officers, Named Officers and Directors as
a Group............................................ 2,648,709 13.51%**
</TABLE>
- ------------------------
* Less than 1%
** Includes 2,121,856 shares of Common Stock which are subject to stock options
held by Directors and officers of the Company that are currently
exercisable.
(1) Mr. Hodes is Counsel to the New York law firm of Willkie Farr & Gallagher.
The number of shares of Common Stock beneficially owned by Mr. Hodes
includes (i) 2,500 shares of Common Stock owned by trusts of which Mr. Hodes
is trustee, and (ii) 2,000 shares of Common Stock which are subject to
currently exercisable stock options.
(2) Mr. Karp has served (i) as Chief Executive Officer of the Company from
October 31, 1991 to December 31, 1993, (ii) as acting Chief Executive
Officer of the Company from October 8, 1991 to October 30, 1991, and (iii)
as Co-Chairman of the Board of Directors of the Company from August 28, 1991
to October 7, 1991. For more than five years prior to October 8, 1991, Mr.
Karp was self-employed in managing his private investment portfolio. The
number of shares of Common Stock beneficially owned by Mr. Karp includes
1,800,000 shares of Common Stock which are subject to currently exercisable
stock options.
(3) Mr. Mactier is currently self-employed in managing his private investment
portfolio and has been engaged in that capacity for more than the last five
years. The number of shares of Common Stock
4
<PAGE>
beneficially owned by Mr. Mactier includes (i) 3,000 shares of Common Stock
which are subject to currently exercisable stock options, (ii) 10,200 shares
of Common Stock owned by trusts of which Mr. Mactier is trustee, (iii) 6,000
shares of Common Stock owned by one of Mr. Mactier's children, and (iv)
111,800 shares of Common Stock owned by Mr. Mactier's spouse. Mr. Mactier
disclaims beneficial ownership of the 117,800 shares of Common Stock owned
by his spouse and one of his children.
(4) Mr. O'Hagan has served as Vice President and General Manager of NIBCO,
Inc., a pipe valve and fittings manufacturer, for more than five years prior
to June 1992. The number of shares of Common Stock beneficially owned by Mr.
O'Hagan includes (i) 242,000 shares of Common Stock which are subject to
currently exercisable stock options, and (ii) 10,000 shares of Common Stock
owned by Mr. O'Hagan's spouse. Mr. O'Hagan disclaims beneficial ownership of
the 10,000 shares of Common Stock owned by his spouse.
(5) Mr. Pasquarelli is currently self-employed as a metals industry consultant.
For more than five years prior to January 17, 1996, Mr. Pasquarelli served
as Director, President and Chief Executive Officer of New Jersey Steel
Corporation, a New Jersey based steel maker. The number of shares of Common
Stock beneficially owned by Mr. Pasquarelli includes 3,000 shares of Common
Stock which are subject to currently exercisable stock options.
(6) Mr. Bunkers has served (i) as Treasurer of the Company from August 28, 1991
to November 8, 1991, (ii) without title as the chief financial
representative of Mueller Brass Co. in Port Huron, Michigan, from December
28, 1990 to August 28, 1991, (iii) as Vice President--Finance and
Administration and Chief Financial Officer for Mueller Brass Co. from
January 1, 1990 to December 28, 1990, (iv) as Vice President--Finance of
Case Corporation, an agricultural and construction equipment company owned
by Tenneco, Inc., from July 1988 to June 1989, and (v) as Vice
President--Finance and Chief Financial Officer of Case Corporation from
August 1984 to June 1988. The number of shares of Common Stock beneficially
owned by Mr. Bunkers includes 3,800 shares of Common Stock which are subject
to currently exercisable stock options.
(7) Mr. Hensley has served as Vice President--Legal, General Counsel and
Secretary for Learjet, Inc. (or its predecessor corporate entities), an
aircraft manufacturing firm, from February, 1988 to December 13, 1991. The
number of shares of Common Stock beneficially owned by Mr. Hensley includes
(i) 8,200 shares of Common Stock which are subject to currently exercisable
stock options, and (ii) 3,200 shares of Common Stock owned by Mr. Hensley's
children.
(8) Mr. Hill has served as a non-corporate level Vice President--Human
Resources of the Company from September 20, 1995 to December 14, 1995. Prior
to December 1994, he served as (i) Vice President-- Human Resources,
Integrated Component Systems, Inc., a start-up company formed to purchase
manufacturing operations in the automotive industry, from September 1993 to
December 1994, (ii) Vice President, Employee Relations, Harvard Industries,
Inc., a manufacturer of component parts for the automotive and aerospace
industries, from October 1992 to September 1993, and (iii) as Corporate
Director, Employee Relations, Harvard Industries, Inc., from June 1987 to
September 1992. The number of shares of Common Stock beneficially owned by
Mr. Hill includes 200 shares of Common Stock which are subject to currently
exercisable stock options.
(9) Mr. McKee has served (i) as Treasurer of the Company from November 8, 1991
to December 14, 1995 and from February 13, 1991 to August 28, 1991, (ii) as
Assistant Secretary of the Company from
5
<PAGE>
August 28, 1991 to December 14, 1995, and (iii) as Secretary of the Company
from December 28, 1990 to May 13, 1991. The number of shares of Common Stock
beneficially owned by Mr. McKee includes 4,400 shares of Common Stock which
are subject to currently exercisable stock options.
(10) Mr. Miller has served as chief information officer of the Company from
October 31, 1994 to November 10, 1994. Prior to April 1994, he served as (i)
Corporate Staff Vice President, Sonoco Products Company, a paper and
packaging company, from January 1992 to April 1994, and (ii) Staff Vice
President--Corporate Controller at Sonoco Products Company from May 1990 to
January 1992.
(11) Mr. Nyman has served as Senior Associate of Booz Allen & Hamilton, a
management consulting organization, from August 1992 to July 5, 1993. Prior
thereto, he served for more than four years as a partner at Ingersoll
Engineers, Inc., a management consulting firm. The number of shares of
Common Stock beneficially owned by Mr. Nyman includes 25,800 shares of
Common Stock which are subject to currently exercisable stock options.
(12) Mr. Rourke has served (i) as Vice President and General Manager--Industrial
Division of the Company from November 4, 1993 to December 14, 1995, and (ii)
as Vice President and General Manager, Industrial Products for Mueller Brass
Co. in Port Huron, Michigan, from May 1989 to November 1993. The number of
shares of Common Stock beneficially owned by Mr. Rourke includes 29,456
shares of Common Stock which are subject to currently exercisable stock
options.
During 1996, the Board of Directors held five meetings and took action twice
by unanimous written consent. The Board of Directors established a standing
Audit Committee and a Compensation Committee on February 13, 1991. On May 13,
1991, the Board of Directors created two committees (the "Plan Committees") to
be responsible for administering the Company's 1991 Employee Stock Purchase Plan
and the 1991 Incentive Stock Option Plan. On November 16, 1993, the Board of
Directors established a standing Nominating Committee. On May 12, 1994, the
Board of Directors created two committees (the "Option Plan Committees") to be
responsible for administering the Company's 1994 Stock Option Plan and the
Company's 1994 Non-Employee Director Stock Option Plan. During 1996, each of the
directors attended 75% or more of the meetings of the Board and the meetings of
the committees on which they served, except for Mr. Mactier who missed two Board
meetings.
The Audit Committee is composed of three directors who are not officers or
employees of the Company: Robert Hodes, Allan Mactier and Robert Pasquarelli.
During 1996, the Audit Committee held one meeting. The Audit Committee (i) makes
recommendations to the Board of Directors regarding the appointment of the
Company's independent accountants, (ii) reviews and approves any major change in
the Company's accounting policy, (iii) reviews the scope and results of the
independent audit, (iv) reviews and approves the scope of the non-audit services
performed by the Company's independent accountants and considers the possible
effect on the independence of the accountants, (v) reviews the effectiveness of
the Company's internal audit procedures and personnel, (vi) reviews the
Company's policies and procedures for compliance with disclosure requirements
concerning conflicts of interest and the prevention of unethical, questionable
or illegal payments, and (vii) makes such reports and recommendations to the
Board of Directors as it may deem appropriate.
6
<PAGE>
The Compensation Committee is composed of two directors who are not officers
or employees of the Company: Allan Mactier and Robert Pasquarelli. These same
directors also serve as members of the Plan Committees and Option Plan
Committees. The Compensation Committee (i) reviews management compensation
standards and practices and (ii) makes such recommendations to the Board of
Directors as it deems appropriate. During 1996, the Compensation Committee, the
Plan Committees and the Option Committee held one formal meeting.
The Nominating Committee is composed of two directors who are not officers
or employees of the Company: Robert Hodes and Allan Mactier. The Nominating
Committee makes recommendations to the Board of Directors regarding director
candidates and criteria for Board membership. During 1996, the Nominating
Committee held one meeting. The Nominating Committee does not consider
individuals nominated by stockholders for election to the Board. However, under
the Company's By-laws, nominations for the election of directors may be made by
a qualifying stockholder, but only if written notice of such stockholder's
intent to make such nomination has been received by the Secretary of the Company
at the principal place of business (6799 Great Oaks, Suite 200, Memphis,
Tennessee 38138) not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 90 days prior to the anniversary date of the
immediately preceding annual meeting (unless the annual meeting date is advanced
by more than thirty days or delayed by more than sixty days, in which case
different deadlines apply), and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, not earlier than
90 days prior to the special meeting and not later than the later of (a) 60 days
prior to such special meeting or (b) the tenth day following the day on which
public announcement is first made of the date of the special meeting, PROVIDED
that in the event that the number of directors to be elected to the Board is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board made by the Company at
least 70 days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it is
delivered to the Secretary of the Company not later than the tenth day following
the day on which such public announcement is first made by the Company. To be a
qualifying stockholder, the stockholder must be a stockholder of record at the
time the notice was delivered to the Secretary of the Company. Each such notice
shall set forth: (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitation of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
(or successor provisions) under the Securities Exchange Act of 1934, including
such person's written consent to be named in the proxy statement as a nominee
and serving as a director if elected; (b) as to any other business that the
stockholder desired to be brought before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting, and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Company's books, and of such
beneficial owner and (ii) the class and number of shares of Common Stock which
are owned beneficially and of record by such stockholder and such beneficial
owner. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
7
<PAGE>
DIRECTOR COMPENSATION
During 1996, Directors of the Company who were not employed by the Company
received an annual fee for serving on the Company's Board of Directors of
$25,000, plus a fee of $1,000 per Board and $750 per Audit, Compensation or
Nominating Committee meeting attended by such Director, plus reimbursement for
such Director's expenses incurred in connection with any such Board or Committee
meeting, except no Committee meeting fees were paid for telephonic meetings or
meetings held in conjunction with a Board of Directors meeting. In addition, the
Chairman of the Audit, Compensation and Nominating Committees receives an annual
fee of $2,500.
Under the Company's 1994 Non-Employee Director Stock Option Plan, each
member of the Company's Board of Directors who is neither an employee nor an
officer of the Company is automatically granted each year on the date of the
Company's Annual Meeting of Stockholders, without further action by the Board,
an option to purchase 1,000 shares of Common Stock at the fair market value on
the date the option is granted. As of March 6, 1997, options to purchase 8,000
shares of Common Stock were outstanding under the Company's 1994 Non-Employee
Director Stock Option Plan.
BOARD OF DIRECTORS' AFFILIATIONS
Mr. Hodes is Counsel to the law firm of Willkie Farr & Gallagher, which
provided services to the Company during 1996.
EXECUTIVE COMPENSATION
The following table summarizes the annual and long-term compensation for
services in all capacities for the Company for the fiscal years 1996, 1995 and
1994, of those persons who were, at December 28, 1996, (i) the chief executive
officer, and (ii) the other four most highly compensated executive officers of
the Company (collectively, the "Named Officers").
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- ------------------------
OTHER SECURITIES LONG-TERM
NAME AND PRINCIPAL ANNUAL UNDERLYING INCENTIVE ALL OTHER
POSITION YEAR SALARY(1) BONUS(1) COMPENSATION(2) OPTIONS (#) PAYOUTS COMPENSATION(3)
- -------------------------------- --------- ---------- ---------- ---------------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Harvey L. Karp 1996 $ 606,373 $ 545,736
Chairman of the 1995 $ 577,500 $ 462,000
Board 1994 $ 550,152 $ 412,614
William D. O'Hagan(4) 1996 $ 413,430 $ 351,415 $ 120,092 $ 3,503
President and Chief 1995 $ 393,750 $ 295,313 111,016
Executive Officer 1994 $ 375,152 $ 262,606 2,250
Earl W. Bunkers(5) 1996 $ 180,435 $ 135,326 $ 55,792 3,000 $ 3,221
Executive Vice 1995 $ 172,000 $ 103,200 4,000
President and Chief 1994 $ 167,652 $ 100,591 16,002
Financial Officer
William H. Hensley 1996 $ 169,944 $ 127,458 4,000 $ 3,119
Vice President, 1995 $ 162,000 $ 97,200 4,972
General Counsel and 1994 $ 155,152 $ 93,091 15,380
Secretary
Lee R. Nyman 1996 $ 161,135 $ 120,851 6,000 $ 3,162
Vice President-- 1995 $ 153,606 $ 82,947 5,900
Manufacturing 1994 $ 140,135 $ 84,172 9,786
/Management
Engineering
</TABLE>
- ------------------------
(1) Includes all amounts earned for the respective years, even if deferred under
the Company's Executive Deferred Compensation Plan.
(2) Perquisites and other personal benefits received by each Named Officer in
1996, other than Messrs. O'Hagan and Bunkers, aggregated below the required
disclosure threshold.
(3) Consists of the following amounts for 1996: (a) $3,000 contributed on behalf
of Messrs. O'Hagan, Bunkers, Hensley and Nyman, respectively, as matching
contributions under the Company's Executive Deferred Compensation Plan; and
(b) $503, $221, $119 and $162 for Messrs. O'Hagan, Bunkers, Hensley and
Nyman, respectively, representing the portion of interest credits on
deferred compensation accounts under the Company's Executive Deferred
Compensation Plan that are deemed by SEC rules to be at above-market rates.
(4) During 1996, in connection with the move of the Company's headquarters to
Memphis, Tennessee, Mr. O'Hagan was reimbursed $65,793 for moving and other
relocation expenses. The Company paid Mr. O'Hagan an additional $45,815 to
reimburse him for additional taxes that related to these reimbursed moving
and relocation expenses.
9
<PAGE>
(5) During 1996, Mr. Bunkers was reimbursed $32,614 for moving and other
relocation expenses. The Company paid Mr. Bunkers an additional $22,712 to
reimburse him for additional taxes that related to these reimbursed moving
and relocation expenses.
OPTION GRANTS
Shown below is further information on options granted during the fiscal year
ended December 28, 1996, to the Named Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE APPRECIATION
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------- ----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Harvey L. Karp........... -- -- -- -- -- --
William D. O'Hagan....... -- -- -- -- -- --
Earl W. Bunkers.......... 3,000 4.2 % 37.25 (1) 12/17/06 70,280 178,096
William H. Hensley....... 4,000 5.6 % 37.25 (2) 12/17/06 93,706 237,461
Lee R. Nyman............. 6,000 8.4 % 37.25 (3) 12/17/06 140,559 356,192
</TABLE>
- ------------------------
(1) These options were granted under the Company's 1994 Stock Option Plan at
100% of the fair market value of the Common Stock at time of grant, which in
accordance with the terms of the 1994 Stock Option Plan, is the mean between
the highest and lowest sale price of the Common Stock on the last preceding
trading date. For purposes of determining the potential realizable value of
these options, the mean between the highest and lowest sale price of the
Common Stock on the trading date immediately preceding the date of grant was
used as the date of grant market price. These options vest over a five year
term, with 120 shares vesting on December 17, 1997, 480 shares on January 3,
1998, 295 shares on December 17, 1998, 305 shares on January 3, 1999, and
600 shares on each of December 17, 1999, 2000 and 2001.
(2) These options were granted under the Company's 1994 Stock Option Plan at
100% of the fair market value of the Common Stock at the time of grant.
These options vest over a five year term, with 775 shares vesting on
December 17, 1997, 25 shares on January 3, 1998, 750 shares on December 17,
1998, 50 shares on January 3, 1999, and 800 shares on each of December 17,
1999, 2000 and 2001.
(3) These options were granted under the Company's 1994 Stock Option Plan at
100% of the fair market value of the Common Stock at the time of grant.
These options vest over a five year term, with 1,200 shares vesting on each
of December 17, 1997 and 1998, 450 shares on December 17, 1999, 750 shares
on January 3, 2000, 1,165 shares on December 17, 2000, 35 shares on January
3, 2001, and 1,200 shares on December 17, 2001.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT DECEMBER 28, 1996
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DEC. 28,
AT DEC. 28, 1996 1996($)(*)
----------------- ---------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------- --------------- ----------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Harvey L. Karp.......................... 1,800,000/0 57,600,000/0
William D. O'Hagan...................... 1,016 21,204 222,000/188,000 5,698,364/3,322,312
Earl W. Bunkers......................... 10,400 223,424 2,400/21,200 40,649/397,071
William H. Hensley...................... 972 20,286 6,800/16,200 126,298/204,696
Lee R. Nyman............................ 1,900 44,720 24,400/31,600 507,264/485,496
</TABLE>
- ------------------------
* Represents the difference between the closing price of the Common Stock on
the last trading day prior to December 28, 1996 and the exercise price of
the options.
The Company did not award stock appreciation rights to any executive officer
during 1996, nor was any award made under any long-term incentive plan. The
Company does not have a defined benefit or actuarial plan covering the Chief
Executive Officer or any of the Named Officers.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Effective as of October 1, 1991, the Company entered into an employment
agreement (the "Karp Employment Agreement") with Harvey L. Karp. The Karp
Employment Agreement is subject to automatic extension for one year periods as
of December 31 for each year, unless either party gives written notice of its
intention not to extend the term of the Karp Employment Agreement. The Karp
Employment Agreement provides for him to serve as Chairman of the Board of
Directors of the Company. Effective January 1, 1994, the Karp Employment
Agreement was amended to, among other things, (i) increase Mr. Karp's annual
base salary to $550,000, and (ii) make Mr. Karp's discretionary cash incentive
bonus for years subsequent to 1993 consistent with the executive bonus program
which the Company establishes for other key employees. The Company also agreed
in the amendment to pay Mr. Karp six months severance pay if the Company elects
not to extend his employment under the Karp Employment Agreement.
The Karp Employment Agreement also provides for an option (the "Inducement
Option") to acquire 1,000,000 shares of Common Stock at $4.125 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. Effective January 1, 1994, Mr. Karp's
existing option agreements for 1,800,000 shares of Common Stock were amended to
provide that Mr. Karp may exercise his options from time to time by paying the
exercise price in cash or, at Mr. Karp's option, executing a promissory note
(the "Karp Note") in favor of the Company, containing the following terms: (i)
the Karp Note would be secured by stock, which could not otherwise be sold,
assigned, pledged, encumbered, transferred or otherwise hypothecated by Mr. Karp
so long as the Karp Note was outstanding, provided that Mr. Karp would be free
to sell any or all such shares so long as he paid down the Karp Note in
11
<PAGE>
an amount equal to the option price times the number of shares sold; (ii) the
Karp Note would be due in three years from the date of exercise of the option;
(iii) interest would be payable quarterly; (iv) the interest rate would be fixed
at the higher of (x) the three year treasury rate in effect when the options
were exercised, and (y) the rate at which the Company is then able to borrow
funds having a three year term; and (v) the Karp Note would be prepayable, at
any time, in whole or in part without penalty. The Company also agreed that, at
its cost, it would file a Registration Statement on Form S-8 (or its equivalent)
relating to Mr. Karp's existing options.
Effective as of January 1, 1994, the Company entered into an employment
agreement (the "O'Hagan Employment Agreement") with William D. O'Hagan. The
O'Hagan Employment Agreement provides for him to serve as President and Chief
Executive Officer of the Company at an annual base salary for the first year of
$375,000, with increases in the base salary in future years to be determined in
good faith by the Company. The O'Hagan Employment Agreement also provides for,
among other things, (i) discretionary cash incentive bonuses in years subsequent
to 1993 consistent with the executive bonus program which the Company
establishes for other key executives, and (ii) an option to acquire 100,000
shares of Common Stock pursuant to the Company's 1991 Incentive Stock Option
Plan. These options vest ratably over a five year term, with the first 20%
vesting on January 1, 1995. Mr. O'Hagan's options may be exercised by cash or,
at Mr. O'Hagan's option, by executing a promissory note. The terms of the note
are identical to the Karp Note, which are detailed in the preceding paragraph.
The Company also agreed that, at its cost, it would file a Registration
Statement on Form S-8 (or its equivalent) relating to options to acquire 200,000
shares of Common Stock granted to Mr. O'Hagan upon his commencement of
employment with the Company. During the employment term, Mr. O'Hagan can only be
terminated for Cause (as defined in the O'Hagan Employment Agreement).
Effective as of August 10, 1995, the Company amended the O'Hagan Employment
Agreement, to provide for annual upward adjustments, commencing in 1996, of Mr.
O'Hagan's base salary in relation to increases granted to other key executives,
an extension of the term of the O'Hagan Employment Agreement until December 31,
1999, and to provide that the Company could not terminate Mr. O'Hagan's
employment upon less than thirty days prior written notice. The O'Hagan
Employment Agreement was also amended to add provisions concerning a "Change in
Control", which is defined to mean (i) a change in control which would be
required to be reported to the Securities and Exchange Commission or any
securities exchange on which the Common Stock is listed, (ii) any non-exempted
person or party becoming the beneficial owner of securities representing 20% or
more of the voting power of the Company, or (iii) when the individuals who, on
August 10, 1995, constituted the Board of Directors of the Company cease to
constitute at least a majority of the Board, provided that new directors are
deemed to have been directors on that date if elected by or on recommendation of
at least sixty percent of the directors who were directors on August 10, 1995.
If concurrent with, or at any time within six months after a "Change in
Control", either the Company terminates Mr. O'Hagan's employment or Mr. O'Hagan
voluntarily terminates his employment, then Mr. O'Hagan would be entitled to a
lump sum severance payment in the following amount: (i) Mr. O'Hagan's full base
salary through the date of termination; (ii) an amount equal to the product of
(x) Mr. O'Hagan's then annual base salary rate, multiplied by (y) the number of
years (including partial years) then remaining in the term; and (iii) an amount
equal to the product of (x) Mr. O'Hagan's bonus for the immediately preceding
year, multiplied by (y) the number of years (treating any remaining partial year
as a full year) then remaining in the term. In addition, Mr. O'Hagan would
continue (at the Company's expense) to participate, for the number of years
(including partial years) then remaining in the term, in all the Company's
employee benefit plans, to the same extent and upon the same terms and
conditions as Mr. O'Hagan participated immediately prior to the termination,
provided that Mr. O'Hagan's participation
12
<PAGE>
is permissible or otherwise practicable under the general terms and provisions
of such benefit plans. Finally, in such event, on the later of (x) the day Mr.
O'Hagan notifies the Company he is terminating as a result of a "Change in
Control", and (y) ten (10) days prior to the date Mr. O'Hagan's employment is
terminated, all remaining unvested options previously granted to Mr. O'Hagan
would become immediately exercisable on that date. In addition to the amendments
discussed above, the O'Hagan Employment Agreement was amended to reference
additional options granted pursuant to the 1991 Incentive Stock Option Plan and
1994 Stock Option Plan.
The Company does not have any other employment agreements with Named
Officers. Except as set forth above, the Company has no compensatory plan or
arrangement with respect to any Named Officer which would result in severance or
change-in-control payments in excess of $100,000.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Base compensation payable to Mr. Karp, the Company's Chairman, and to Mr.
O'Hagan, its Chief Executive Officer, is principally governed by the terms of
their employment agreements. These agreements provide for minimum base
compensation of $550,000 for Mr. Karp and $375,000 for Mr. O'Hagan effective as
of January 1, 1994, subject to annual upward adjustments. Effective as of the
beginning of 1996, the Compensation Committee increased the base compensation
payable to each of Messrs. Karp and O'Hagan by five percent, which was in line
with base compensation increases granted to other key executives at the
beginning of 1996.
The employment agreements for Messrs. Karp and O'Hagan also provide for
payment of an annual discretionary bonus. For 1996, Messrs. Karp and O'Hagan
were awarded discretionary bonuses in the amount of 90% and 85%, respectively,
of their gross wages (excluding bonuses for 1995 which were paid in 1996, and
certain other miscellaneous items). The bonuses paid to Messrs. Karp and O'Hagan
were set by the Compensation Committee, based on its favorable assessment of
their contributions to the Company's growth and profitability in 1996.
The Compensation Committee increased base compensation payable to other
officers at the beginning of 1996 by an average of approximately five percent,
based in part on recommendations from Messrs. Karp and O'Hagan, as well as the
Company's positive operating results. Bonuses paid to officers other than
Messrs. Karp and O'Hagan for 1996 did not exceed 75% of gross wages (excluding
bonuses for 1995 which were paid in 1996, and certain other miscellaneous
items). These bonuses were paid pursuant to the Company's 1996 bonus program,
which provided for bonuses to be paid based on the Company's attainment of
income targets for fiscal 1996. In the case of officers employed by the
Company's operating divisions, bonuses were based on targeted income for fiscal
1996 at both the divisional and Company level.
The Compensation Committee periodically grants stock options to executive
officers and other key employees as part of the Company's overall executive
compensation program. The Compensation Committee granted options to acquire an
aggregate of 28,500 shares of Common Stock to executive officers, based in part
on recommendations from Messrs. Karp and O'Hagan. When granting options to
executive officers, the Compensation Committee considers the total number of
shares available under the Company's option plans, the number of options
previously granted to such officers, Company and individual performance, and
each officer's level of responsibility within the Company. No specific corporate
or individual performance factors
13
<PAGE>
are used, however. The Compensation Committee believes that stock options are an
integral part of the Company's executive compensation program, which motivates
executives to practice long-term strategic management, and aligns their
financial interests with those of the Company's stockholders.
Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation paid to each of the Chief Executive Officer and the four other
highest paid executive officers to $1 million per year, subject to certain
exceptions. The Compensation Committee is comprised of "outside" directors and
the Company's 1994 Stock Option Plan has been structured so that compensation
attributable to options will qualify as "performance based" compensation, which
is excluded from the determination of the annual maximum deductible amount. If,
because of competitive factors, individual performance or changes in tax
provisions, the Compensation Committee determines that it is appropriate to pay
one or more executive officers compensation in excess of the annual maximum
deductible amount, the Compensation Committee would expect to authorize such
compensation. During 1996, Mr. Karp's annual cash compensation exceeded the
maximum deductible amount.
ALLAN MACTIER ROBERT J. PASQUARELLI
14
<PAGE>
CORPORATE PERFORMANCE GRAPH
The following table compares total stockholder return since December 28,
1991 to the Dow Jones Equity Market Index ("Equity Market Index") and the Dow
Jones Building Material Index ("Building Material Index"). Total return values
for the Equity Market Index, the Building Material Index and the Company were
calculated based on cumulative total return values assuming reinvestment of
dividends. The Common Stock is traded on the New York Stock Exchange under the
symbol MLI.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<S> <C> <C>
Among Mueller Industries, Inc., Dow Jones Equity Market
Index and Dow Jones Building Material Index
Fiscal Year Ending Last Saturday in December
Mueller Industries,
Inc. Dow Jones Equity Market Index
12/28/91 $100 $100
12/26/92 268 112
12/25/93 409 122
12/31/94 362 123
12/30/95 709 171
12/28/96 876 215
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<S> <C>
Among Mueller Industries, Inc., Dow Jones Equity Market
Index and Dow Jones Building Material Index
Fiscal Year Ending Last Saturday in December
Dow Jones Building Material Index
12/28/91 $100
12/26/92 129
12/25/93 157
12/31/94 127
12/30/95 174
12/28/96 206
</TABLE>
<TABLE>
<CAPTION>
12/28/91 12/26/92 12/25/93 12/31/94 12/30/95 12/28/96
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mueller Industries, Inc............................... 100 268 409 362 709 876
Dow Jones Equity Market Index......................... 100 112 122 123 171 215
Dow Jones Building Material Index..................... 100 129 157 127 174 206
</TABLE>
CERTAIN RELATIONSHIPS AND
TRANSACTIONS WITH MANAGEMENT
In connection with the relocation of Mr. O'Hagan, the Company's Chief
Executive Officer and Board member, from Wichita, Kansas to Memphis, Tennessee,
in August, 1995, the Company advanced Mr. O'Hagan $200,000, at no interest,
towards the purchase of a new house in the Memphis, Tennessee area. The advance
was for a one year period, subject to mandatory earlier payment in full within
fifteen days of the sale of Mr. O'Hagan's Wichita residence. Mr. O'Hagan's loan
was repaid in April, 1996. Three other executive officers had similar advances
outstanding during 1996. Mr. Earl W. Bunkers, the Company's
15
<PAGE>
Executive Vice President and Chief Financial Officer, was advanced $70,000 in
connection with his relocation to Memphis, Tennessee, Mr. Kent A. McKee, the
Company's Vice President--Business Development/ Investor Relations, was advanced
$95,000 in connection with his relocation to Memphis, Tennessee, and Mr. Lowell
Hill, the Company's Vice President--Human Resources, was advanced $116,000 in
connection with his relocation to the Memphis, Tennessee area. As of March 7,
1997, the advances to Messrs. McKee and Hill remained outstanding.
APPOINTMENT OF AUDITORS
Ernst & Young LLP ("E & Y") has, upon the recommendation of the Company's
Audit Committee, been selected and appointed by the Board of Directors to audit
and certify the Company's financial statements for the year ending December 27,
1997, subject to ratification by the Company's stockholders. If the appointment
of E & Y is not ratified by the stockholders at the Annual Meeting, the Board of
Directors will reconsider its action and will appoint auditors for the 1997
fiscal year without further stockholder action. Further, even if the appointment
is ratified by stockholder action, the Board of Directors may at any time in the
future in its discretion reconsider the appointment without submitting the
matter to a vote of stockholders. It is expected that representatives of E & Y
will be in attendance at the Annual Meeting and will be available to answer
questions and to make a statement if they desire to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR
THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE
COMPANY.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE 1998 ANNUAL MEETING
It is presently anticipated that the 1998 Annual Meeting will be held on or
about May 6, 1998. In order for a stockholder proposal to be included in the
Company's proxy materials for the 1998 Annual Meeting, it must be received by
the Secretary of the Company no later than November 18, 1997. It is urged that
any such proposal be sent by certified mail, return receipt requested. If the
date of the 1998 Annual Meeting is changed to a date more than 30 days earlier
or later than May 6, 1998, the Company will inform the stockholders in a timely
fashion of such change and the date by which proposals of stockholders must be
received for inclusion in the proxy materials.
OTHER MATTERS TO COME BEFORE
THE MEETING
If any matter not described herein should properly come before the Annual
Meeting, the persons named in the proxy will vote the shares represented by them
as they deem appropriate. At the date of this Proxy Statement, the Company knew
of no other matters which might be presented for stockholder action at the
Annual Meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING
Based solely upon its review of Forms 3 and 4 received by it and written
representations from certain reporting persons that no Forms 5 were required for
those persons, the Company believes that during 1996 all filing requirements
applicable to its officers, directors and ten percent shareholders were complied
with.
16
<PAGE>
Consolidated financial statements for the Company are included in the Annual
Report to Stockholders for the year 1996 that accompanies this Proxy Statement.
These financial statements are also on file with the Securities and Exchange
Commission, 450 Fifth Avenue, N.W., Washington, D.C. 20549 and with the New York
Stock Exchange.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED FOR THE YEAR
1996 (EXCLUDING EXHIBITS) WILL BE FURNISHED, WITHOUT CHARGE, BY WRITING TO
WILLIAM H. HENSLEY, SECRETARY, MUELLER INDUSTRIES, INC., AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS (6799 GREAT OAKS ROAD, SUITE 200, MEMPHIS, TENNESSEE
38138).
By order of the Board of Directors
William H. Hensley
Corporate Secretary
March 18, 1997
17
<PAGE>
MUELLER INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 7, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
/ / I plan to attend the meeting.
<TABLE>
<S> <C> <C>
1. Election of Directors. / / FOR all nominees / / WITHHOLD AUTHORITY
(except as indicated to the contrary) to vote for all nominees.
Nominees: Robert B. Hodes, Harvey L. Karp, Allan Mactier, William D. O'Hagan and
Robert J. Pasquarelli.
(Instruction: To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided below.)
-----------------------------------------------------------------------------------
2. Approve the appointment of Ernst &
Young LLP as auditors of the Company. / / FOR / / AGAINST / / ABSTAIN
</TABLE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR
ALL NOMINEES" IN ITEM 1 AND "FOR" IN ITEM 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(CONTINUED ON REVERSE SIDE)
<PAGE>
MUELLER INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 7, 1997
The undersigned hereby appoints Earl W. Bunkers and William H. Hensley, and
each of them, Proxies, with full power of substitution in each, to represent and
to vote, as designated, all shares of Common Stock of Mueller Industries, Inc.,
that the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on May 7, 1997, and at all adjournments thereof, upon and in respect
of the matters set forth on the reverse side hereof, and in their discretion
upon any other matter that may properly come before said meeting.
Dated: _____________________, 1997
----------------------------------
Signature
----------------------------------
Signature if held jointly
Please sign exactly as your name
appears to the left. When shares
are held jointly, each shareholder
named should sign. When signing as
attorney, executor, administrator,
trustee or guardian, you should so
indicate when signing. If a
corporation, please sign in full
corporate name by duly authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
