<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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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)
- --------------------------------------------------------------------------------
(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, 1998
------------------------
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 Thursday, May 7, 1998,
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, 1999) or until his
successor is elected and qualified;
2. To amend the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 50,000,000 to
100,000,000;
3. To consider and act upon a proposal to approve the adoption by the Board
of Directors of the Company's 1998 Stock Option Plan involving the
issuance of a maximum of 300,000 shares of Common Stock;
4. 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 26, 1998; and
5. 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 10, 1998, 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, 1998
<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, 1998
------------------------
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 Thursday, May 7, 1998, 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 27, 1997, is first being mailed on or about March 18,
1998.
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 17,550,000 outstanding shares of Common Stock at the close
of business on March 10, 1998, 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 be
<PAGE>
brought before the Annual Meeting. Only stockholders of record at the close of
business on March 10, 1998, 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 6, 1998, 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) 9.36%(1)
c/o Mueller Industries, Inc.
6799 Great Oaks Road, Suite 200
Memphis, Tennessee 38138
</TABLE>
- ------------------------
(1) Includes 1,800,000 shares of Common Stock that Mr. Karp has the right to
acquire pursuant to the exercise of options.
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, 1999),
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 6, 1998, information about the
shares of Common Stock (calculated based on 17,550,000 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
2
<PAGE>
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 6, 1998 OF CLASS
- --------------------------------------------------- ------------- -----------
<S> <C> <C>
Robert B. Hodes.................................... 20,000 *
Director of the Company since February ,
1995; Director of W.R. Berkley Corporation,
Crystal Oil Company, Global Telecommunications,
Limited, Loral Space & Communications Ltd.,
R.V.I. Guaranty, Ltd., LCH Investments N.V. and
Restructured Capital Holdings, Ltd.; age 72 (1)
Harvey L. Karp..................................... 1,812,000 9.36%
Chairman of the Board of Directors since
October , 1991; Director since August 1991;
age 70 (2)
Allan Mactier...................................... 304,800 1.74%
Director of the Company since December 1990;
age 75 (3)
William D. O'Hagan................................. 356,068 1.99%
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 56 (4)
Robert J. Pasquarelli.............................. 9,600 *
Director of the Company since July 1991; age 52
(5)
Earl W. Bunkers.................................... 48,742 *
Executive Vice President and Chief Financial
Officer of the Company since August 28, 1991;
age 64 (6)
William H. Hensley................................. 88,665 *
Vice President and General Counsel of the
Company since December 16, 1991; Secretary of
the Company since January 30, 1992; age 47 (7)
Lowell Hill........................................ 700 *
Vice President--Human Resources of the Company
since December 14, 1995; age 53 (8)
Kent A. McKee...................................... 39,902 *
Vice President--Business Development/Investor
Relations since December 14, 1995; age 37 (9)
Richard G. Miller.................................. 12,580 *
Vice President and Chief Information Officer of
the Company since November 10, 1994; age 45
(10)
Lee R. Nyman....................................... 39,886 *
Vice President--Manufacturing/Management
Engineering of the Company since July 7, 1993;
age 45 (11)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AS OF PERCENT
PRINCIPAL OCCUPATION, EMPLOYMENT, ETC. MARCH 6, 1998 OF CLASS
- --------------------------------------------------- ------------- -----------
<S> <C> <C>
James H. Rourke.................................... 51,566 *
Group Vice President--Industrial Products
Division of the Company since December 14,
1995; age 49 (12)
Executive Officers, Named Officers and Directors as
a Group............................................ 2,784,509 14.06%**
</TABLE>
- ------------------------
* Less than 1%
** Includes 2,239,400 shares of Common Stock which are subject to stock options
held by officers and directors of the Company that are currently exercisable
or exercisable within sixty days.
(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) 3,000 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. 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 beneficially owned by Mr.
Mactier includes (i) 4,000 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) 342,000 shares of Common Stock which are subject to
stock options that are currently exercisable or exercisable within sixty
days, 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 has served (i) as General Manager of Armco Inc.'s
Mansfield, Ohio, stainless steel manufacturing operations from July 1, 1997,
(ii) as a metals industry consultant from January 16, 1996, to June 30,
1997, and (iii) for more than five years prior to January 17, 1996, 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 4,000 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
4
<PAGE>
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
8,200 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) 12,800 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, and (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.
(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 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 7,200 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
Corporate Staff Vice President, Sonoco Products Company, a paper and
packaging company, from January 1992 to April 1994. The number of shares of
Common Stock beneficially owned by Mr. Miller includes 2,600 shares of
Common Stock which are subject to currently exercisable stock options.
(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 36,200 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 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 19,400
shares of Common Stock which are subject to currently exercisable stock
options.
During 1997, the Board of Directors held five meetings and took action three
times by unanimous written consent. The Board of Directors established a
standing Audit Committee and a Compensation Committee at its organizational
meeting 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
5
<PAGE>
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 1997, each of the
directors attended 75% or more of the meetings of the Board and the meetings of
the committees on which they served.
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 1997, 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.
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 1997, 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 1997, 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 Road, 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
6
<PAGE>
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.
DIRECTOR COMPENSATION
During 1997, 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 meetings held in
conjunction with a Board of Directors meeting. In addition, the Chairman of the
Audit, Compensation and Nominating Committees receive an annual fee of $2,500.
Under the Company's 1994 Non-Employee Director Stock Option Plan, each
member of the Company's Board of Directors who is neither an employee nor an
officer of the Company is automatically granted each year on the date of the
Company's Annual Meeting of Stockholders, without further action by the Board,
an option to purchase 1,000 shares of Common Stock at the fair market value on
the date the option is granted. As of March 6, 1998, options to purchase 11,000
shares of Common Stock were outstanding under the Company's 1994 Non-Employee
Director Stock Option Plan.
BOARD OF DIRECTORS' AFFILIATIONS
Mr. Hodes is Counsel to the law firm of Willkie Farr & Gallagher, which
provided services to the Company during 1997.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the annual and long-term compensation for
services in all capacities for the Company for the fiscal years 1997, 1996 and
1995, of those persons who were, at December 27, 1997, (i) the chief executive
officer, and (ii) the other four most highly compensated executive officers of
the Company (collectively, the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- -------------
OTHER SECURITIES
NAME AND PRINCIPAL ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION(2) OPTIONS(#) COMPENSATION(3)
- ------------------------------------ --------- ---------- ----------- ---------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Harvey L. Karp 1997 $ 606,372 $ 576,053
Chairman of the Board 1996 $ 606,373 $ 545,736
1995 $ 577,500 $ 462,000
William D. O'Hagan 1997 $ 413,616 $ 372,254 90,000 $ 7,201
President and Chief 1996 $ 413,430 $ 351,415 $ 120,092 $ 3,503
Executive Officer 1995 $ 393,750 $ 295,313 111,016
Earl W. Bunkers 1997 $ 180,600 $ 135,450 3,000 $ 5,669
Executive Vice President 1996 $ 180,435 $ 135,326 $ 55,792 3,000 $ 3,221
and Chief Financial Officer 1995 $ 172,000 $ 103,200 4,000
William H. Hensley 1997 $ 170,100 $ 127,575 4,000 $ 5,107
Vice President, General 1996 $ 169,944 $ 127,458 4,000 $ 3,119
Counsel and Secretary 1995 $ 162,000 $ 97,200 4,972
Lee R. Nyman 1997 $ 165,375 $ 124,031 4,000 $ 5,458
Vice President--Manufacturing/ 1996 $ 161,135 $ 120,851 6,000 $ 3,162
Management Engineering 1995 $ 153,606 $ 82,947 5,900
</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
1997 aggregated below the required disclosure threshold.
(3) Consists of the following amounts for 1997: (a) $4,750 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) $2,451, $919, $357 and $708 for Messrs. O'Hagan, Bunkers, Hensley and
Nyman, respectively, representing the portion of interest credits on
deferred compensation accounts under the Company's Executive Deferred
Compensation Plan that are deemed by SEC rules to be at above-market rates.
8
<PAGE>
OPTION GRANTS
Shown below is further information on options granted during the fiscal year
ended December 27, 1997, to the Named Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
- ------------------------------------------------------------------------------------------------ ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE APPRECIATION
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR MARKET PRICE FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE ON DATE OF EXPIRATION ------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) GRANT ($/SH) DATE 5% ($) 10% ($)
- ------------------------- ----------- ------------ ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Harvey L. Karp........... -- -- -- -- -- -- --
William D. O'Hagan....... 90,000 57.14 % 39.75 (1) 39.75 5/07/07 2,249,890 5,701,462
Earl W. Bunkers.......... 3,000 1.90 % 46.75 (2) 46.75 11/13/07 88,203 223,516
William H. Hensley....... 4,000 2.54 % 46.75 (2) 46.75 11/13/07 117,604 298,022
Lee R. Nyman............. 4,000 2.54 % 46.75 (2) 46.75 11/13/07 117,604 298,022
</TABLE>
- ------------------------
(1) These options vest ratably over a five year term, with the first 20% vesting
on May 7, 1998, except that if there is a "Change in Control", on the later
of (i) the day Mr. O'Hagan notifies the Company he is terminating as a
result of said change, and (ii) ten days prior to the date Mr. O'Hagan's
employment is terminated, all remaining unvested options become immediately
exercisable. The options are exercisable only for shares of Common Stock
held in treasury by the Company. The Company has agreed to maintain a
sufficient number of treasury shares to allow for the exercise of the vested
and exercisable portion of these options. "Change in Control" 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.
(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 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 ratably
over a five year term, with the first 20% vesting on November 13, 1998.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT DECEMBER 27, 1997
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS VALUE OF UNEXERCISED
AT DEC. 27, IN-THE-MONEY OPTIONS
1997(#) AT DEC. 27, 1997($)(*)
------------------ ----------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------- --------------- ----------- ------------------ ----------------------
<S> <C> <C> <C> <C>
Harvey L. Karp......................... 1,800,000/0 88,312,500/0
William D. O'Hagan..................... 324,000/176,000 13,433,927/3,791,750
Earl W. Bunkers........................ 5,520/15,080 194,799/366,786
William H. Hensley..................... 10,575/16,425 365,961/378,721
Lee R. Nyman........................... 1,000 $ 29,562 33,800/25,200 1,256,105/672,282
</TABLE>
- ------------------------
* Represents the difference between the closing price of the Common Stock on
the last trading day prior to December 27, 1997 and the exercise price of
the options.
The Company did not award stock appreciation rights to any executive officer
during 1997, 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 September 17, 1997, the Company amended and restated Harvey
L. Karp's then existing employment agreement (as amended and restated, the "Karp
Employment Agreement"). The Karp Employment Agreement has a three-year rolling
term which is automatically extended so that the unexpired term on any date is
always three years, unless either party gives written notice of its intention
not to extend the term. The Karp Employment Agreement provides for Mr. Karp to
serve as Chairman of the Board of Directors of the Company. Under the terms of
the Karp Employment Agreement, Mr. Karp is to receive (i) an annual base salary
of $606,373 (to be adjusted upward annually at a rate commensurate with
increases granted to other key executives), and (ii) a discretionary cash
incentive bonus consistent with the executive bonus program which the Company
establishes for other key executives. In addition, Mr. Karp is to receive
reimbursement for reasonable business and travel expenses incurred in the
performance of his duties and will participate in all bonus, incentive, stock
option, pension, disability and health plans and programs and all fringe benefit
plans maintained by the Company in which senior executives participate.
Under the terms of the Karp Employment Agreement, Mr. Karp's employment may
be terminated by the Company without Cause (as defined in the Karp Employment
Agreement) or by Mr. Karp for Good Reason (as defined in the Karp Employment
Agreement) upon appropriate written notice. In either such event, Mr. Karp will
continue to receive his then-current base salary as if his employment had
continued for the remainder of the then current three-year term and an annual
bonus for the remainder of the then current three-year term equal to the average
bonus for the three calendar years immediately preceding the written notice of
termination. In addition, all outstanding unvested Company stock options then
held by Mr. Karp will immediately vest and become exercisable and Mr. Karp will
continue to participate in the Company's health plans and programs at the
Company's expense for the remainder of such three-year term.
10
<PAGE>
Mr. Karp may resign voluntarily without Good Reason upon appropriate written
notice to the Company. In such event, Mr. Karp will be entitled to receive any
accrued but unpaid base salary and, at the Company's discretion, a bonus for the
calendar year in which his resignation without Good Reason occurs. The Company
may terminate Mr. Karp's employment for Cause (as defined in the Karp Employment
Agreement) upon appropriate written notice. In such event, Mr. Karp will forfeit
all existing Company stock options, but such options shall remain exercisable
for the 30-day period following Mr. Karp's receipt of the written notice. Mr.
Karp may terminate his employment for any reason within six months following a
Change in Control (as defined in the Karp Employment Agreement). In such event,
the Company will pay to Mr. Karp a lump sum amount equal to (i) three times his
then current base salary, and (ii) three times his average annual bonus for the
three calendar years immediately preceding the date of termination. In addition,
all outstanding unvested options then held by Mr. Karp shall become immediately
exercisable. In the event that any Payment (as defined in the Karp Employment
Agreement) would be subject to the excise tax imposed by the "Golden Parachute"
regulations, Mr. Karp would be entitled to a gross-up payment from the Company
to cover such taxes.
Effective as of September 17, 1997, the Company amended and restated William
D. O'Hagan's then existing employment agreement (as amended and restated, the
"O'Hagan Employment Agreement"). The O'Hagan Employment Agreement provides for
Mr. O'Hagan to serve as President and Chief Executive Officer of the Company for
a term beginning on the effective date of the O'Hagan Employment Agreement and
ending on December 31, 2002 (the "Employment Period"). Under the terms of the
O'Hagan Employment Agreement, Mr. O'Hagan is to receive (i) an annual base
salary of $413,430 (to be adjusted upward annually at a rate commensurate with
increases granted to other key executives), and (ii) a discretionary cash
incentive bonus consistent with the executive bonus program which the Company
establishes for other key executives. In addition, Mr. O'Hagan is to receive
reimbursement for reasonable business and travel expenses incurred in the
performance of his duties and will participate in all bonus, incentive, stock
option, pension, disability and health plans and programs and all fringe benefit
plans maintained by the Company in which senior executives participate.
Under the terms of the O'Hagan Employment Agreement, Mr. O'Hagan's
employment may be terminated by the Company without Cause (as defined in the
O'Hagan Employment Agreement) or by Mr. O'Hagan for Good Reason (as defined in
the O'Hagan Employment Agreement) upon appropriate written notice. In either
such event, Mr. O'Hagan will continue to receive his then-current base salary as
if his employment had continued for the remainder of the Employment Period and
an annual bonus for the remainder of the Employment Period equal to the average
bonus for the three calendar years immediately preceding the written notice. In
addition, all outstanding unvested Company stock options then held by Mr.
O'Hagan will immediately vest and become exercisable and Mr. O'Hagan will
continue to participate in the Company's health plans and programs at the
Company's expense until he reaches age 65.
Mr. O'Hagan may resign voluntarily without Good Reason upon appropriate
written notice to the Company. In such event, Mr. O'Hagan will be entitled to
receive any accrued but unpaid base salary and, at the Company's discretion, a
bonus for the calendar year in which his resignation without Good Reason occurs.
The Company may terminate Mr. O'Hagan's employment for Cause (as defined in the
O'Hagan Employment Agreement) upon appropriate written notice. In such event,
Mr. O'Hagan will forfeit the Company stock options granted on November 4, 1993,
effective as of the date of his termination, but such options shall remain
exercisable for the 30-day period following Mr. O'Hagan's receipt of the written
notice. Mr. O'Hagan may terminate his employment for any reason within six
months following a Change in Control (as defined in the O'Hagan Employment
Agreement). In such event, the Company will pay to Mr. O'Hagan
11
<PAGE>
a lump sum amount equal to (i) his then current base salary multiplied by the
number of years (including partial years) then remaining in the Employment
Period, and (ii) his average annual bonus for the three calendar years
immediately preceding the date of termination multiplied by the number of years
(including partial years) then remaining in the Employment Period. In addition,
all remaining unvested options previously granted to Mr. O'Hagan shall become
immediately exercisable.
If Mr. O'Hagan's employment is terminated by reason of the expiration of the
Employment Period, and the Company and Mr. O'Hagan have not entered into a new
employment agreement, Mr. O'Hagan shall be entitled to receive his usual
discretionary annual bonus for calendar year 2002. In addition, beginning on
January 1, 2003, Mr. O'Hagan shall be placed on a temporary leave of absence for
six months. During that time period, Mr. O'Hagan shall (i) have the status of an
employee of the Company, and (ii) continue to receive base salary payments, but
the Company shall have the right to replace Mr. O'Hagan as Chief Executive
Officer and President. At the end of such six-month temporary leave of absence,
if the Company and Mr. O'Hagan have not entered into a new employment
arrangement, Mr. O'Hagan's employment will be automatically terminated. In such
event, Mr. O'Hagan will not be entitled to any severance payments. In the event
that any Payment (as defined in the O'Hagan Employment Agreement) would be
subject to the excise tax imposed by the "Golden Parachute" regulations, Mr.
O'Hagan would be entitled to a gross-up payment from the Company to cover such
taxes.
Under the terms of the O'Hagan Employment Agreement, the Company has agreed,
at Mr. O'Hagan's option, to loan Mr. O'Hagan up to $5,000,000 on a full recourse
basis, which loan would be evidenced by a promissory note in favor of the
Company. Any such loan shall be secured by either (a) Common Stock of the
Company having, at the time the promissory note is executed, a fair market value
of at least 125% of the face amount of the promissory note, or (b) other
marketable property acceptable to the Company having, at the time the promissory
note is executed, a fair market value of at least 150% of the face amount of the
promissory note. Mr. O'Hagan has not yet chosen to implement any such loan.
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 $606,373 for Mr. Karp and $413,430 for Mr. O'Hagan effective as
of September 17, 1997. Effective as December 22, 1997, the base compensation
payable to each of Messrs. Karp and O'Hagan was increased by four percent, which
was in line with base compensation increases granted on that date to other key
executives.
The employment agreements for Messrs. Karp and O'Hagan also provide for
payment of an annual discretionary cash bonus consistent with the executive
bonus program which the Company establishes for other key executives. For 1997,
Messrs. Karp and O'Hagan were awarded discretionary bonuses in the amount of 95%
and 90%, respectively, of their gross wages (excluding bonuses for 1996 which
were paid in 1997, and certain other miscellaneous items). The bonuses paid to
Messrs. Karp and O'Hagan were recommended by the Compensation Committee and
approved by the Board of Directors, based on the favorable assessment of their
contributions to the Company's growth and profitability in 1997.
12
<PAGE>
The Compensation Committee increased base compensation payable to other
officers at the end of 1997 by an average of approximately four percent, based
in part on recommendations from Messrs. Karp and O'Hagan, as well as the
Company's positive operating results. The Company did not grant salary increases
for senior management at the beginning of 1997, based on the total compensation
package, including bonuses, which were available to them. Bonuses paid to
officers other than Messrs. Karp and O'Hagan for 1997 did not exceed 75% of
gross wages (excluding bonuses for 1996 which were paid in 1997, and certain
other miscellaneous items). These bonuses were paid pursuant to the Company's
1997 bonus program, which provided for bonuses to be paid based on the Company's
attainment of income targets for fiscal 1997.
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 67,500 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 are used, however. The Compensation Committee
believes that stock options are an integral part of the Company's executive
compensation program, which motivate executives to practice long-term strategic
management, and align their financial interests with those of the Company's
stockholders. On May 7, 1997, the Board of Directors approved a special option
grant of 90,000 shares of Common Stock to Mr. O'Hagan. The options were granted
at fair market value at time of grant, have a ten year term, and vest ratably
over five years, except under certain circumstances if there is a "Change in
Control." Such options were granted in recognition of Mr. O'Hagan's
contributions to the Company's success and to provide additional motivation and
alignment of financial interests.
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 1997, Mr. Karp's annual cash compensation exceeded the
maximum deductible amount.
ALLAN MACTIER ROBERT J. PASQUARELLI
13
<PAGE>
CORPORATE PERFORMANCE GRAPH
The following table compares total stockholder return since December 26,
1992 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
12/26/92 $100 $100
12/25/93 166 109
12/31/94 147 110
12/31/95 287 152
12/28/96 355 190
12/27/97 522 241
<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
12/26/92 $100
12/25/93 122
12/31/94 99
12/31/95 135
12/28/96 160
12/27/97 192
</TABLE>
<TABLE>
<CAPTION>
12/26/92 12/25/93 12/31/94 12/31/95 12/28/96 12/27/97
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mueller Industries, Inc. ............................. 100 166 147 287 355 522
Dow Jones Equity Market Index......................... 100 109 110 152 190 241
Dow Jones Building Material Index..................... 100 122 99 135 160 192
</TABLE>
CERTAIN RELATIONSHIPS AND
TRANSACTIONS WITH MANAGEMENT
In connection with the relocation of the Company's executive officers from
Wichita, Kansas to Memphis, Tennessee, in 1996, the Company advanced money, at
no interest, towards the purchase of new houses in the Memphis, Tennessee area.
The advance was subject to payment in full within fifteen days of the sale of
the executive's Wichita residence. Mr. Richard A. Miller, the Company's Vice
President and Chief Information Officer, was advanced $175,000 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
14
<PAGE>
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. All these loans
were repaid in 1997.
AMENDMENT OF CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK
The Board of Directors has unanimously voted to recommend that the
stockholders adopt an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 50,000,000 shares
to 100,000,000 shares. If the amendment is approved, the shares may be issued
from time to time by the Board of Directors. It is not expected that further
authorization from stockholders will be solicited for the issuance of any shares
of Common Stock, except to the extent such authorization is required by law or
by the rules of the New Stock Exchange. Currently there is no agreement,
arrangement or understanding relating to the issuance and sale of Common Stock.
Stockholders do not have, and the proposed amendment would not create, any
preemptive rights.
INCREASE OF AUTHORIZED COMMON STOCK
The Board of Directors recommends that the number of authorized shares of
Common Stock be increased to 100,000,000 shares. The Company currently has
50,000,000 shares of Common Stock authorized. The Board believes that it is
desirable to have a sufficient number of shares of Common Stock available, as
the occasion may arise, for possible future financings and acquisition
transactions, stock dividends or splits, stock issuances pursuant to employee
benefit plans and other proper corporate purposes. Having such additional shares
available for issuance in the future would give the Company greater flexibility
by allowing shares to be issued without incurring the delay and expense of a
special stockholder's meeting.
VOTE REQUIRED
Approval of the proposal to increase the authorized Common Stock will
require the affirmative vote of a majority of the shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Abstentions and broker
non-votes will have the effect of negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF CERTIFICATE
OF INCORPORATION.
PROPOSAL TO APPROVE THE
1998 STOCK OPTION PLAN
DESCRIPTION OF THE 1998 STOCK OPTION PLAN. The 1998 Stock Option Plan (the
"SOP"), was adopted by the Board of Directors on February 12, 1998, subject to
the approval of the stockholders of the Company at their 1998 Annual Meeting.
The SOP provides for the grant of non-qualified stock options ("Non-Qualified
Options") and "incentive stock options" ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986 (the "Code"). Key employees and
officers of the Company are eligible to participate in the SOP. Management of
the Company believes that the SOP is important to provide an inducement to
obtain and retain the services of qualified employees and officers. The SOP (but
not outstanding options) will terminate on the tenth anniversary of its adoption
and is administered by the Board of Directors of the Company (the "Board") or,
at the Board's discretion, by a committee consisting of at least two persons
appointed by the Board. The entity administering the Plan is hereinafter
referred to as the "Committee."
15
<PAGE>
The Company has reserved 300,000 shares of Common Stock for issuance upon the
exercise of options under the SOP. The complete text of the SOP has been filed
with the Securities and Exchange Commission as Exhibit A to this proxy
statement.
Recipients of options under the SOP ("Optionees") are selected by the
Committee. The Committee determines the terms of each option grant including (1)
the purchase price of shares subject to options, (2) the dates on which options
become exercisable, and (3) the expiration date of each option (which may not
exceed ten years from the date of grant). The maximum number of shares for which
options may be granted under the SOP to any single individual in any one year is
70,000 (subject to adjustments for capital changes). The minimum per share
purchase price of options granted under the SOP is the Fair Market Value (as
defined in the SOP) of one share of the Common Stock on the date the option is
granted.
As of February 25, 1998, the market value of a share of Common Stock was
$54.69.
Optionees will have no voting, dividend, or other rights as stockholders
with respect to shares of Common Stock covered by options prior to becoming the
holders of record of such shares. All option grants will permit the purchase
price to be paid in cash, by certified bank or cashier's check, by tendering
stock held by the Optionee for at least six months, or by cashless exercise. The
number of shares covered by options will be appropriately adjusted in the event
of any merger, recapitalization or similar corporate event.
The Board of Directors may at any time terminate the SOP or from time to
time make such modifications or amendments to the SOP as it may deem advisable;
provided that the Board may not, without the approval of stockholders, amend the
SOP to increase the maximum number of shares of Common Stock for which options
may be granted under the SOP, increase the number of shares as to which options
may be granted to any person in any single year, decrease the minimum per share
purchase price for options below the Fair Market Value (as defined in the SOP)
of one share of Common Stock on the date of grant, or change the class of
persons eligible to receive options under the SOP.
Options granted under the SOP will be evidenced by a written option
agreement between the Optionee and the Company. Subject to limitations set forth
in the SOP, the terms of option agreements will be determined by the Committee,
and need not be uniform among Optionees.
FEDERAL INCOME TAX CONSEQUENCES. The following is a brief discussion of the
Federal income tax consequences of transactions under the SOP. The Plan is not
qualified under Section 401(a) of the Code. This discussion is not intended to
be exhaustive and does not describe state or local taxes consequences.
(1) INCENTIVE OPTIONS
No taxable income is realized by the Optionee upon the grant or exercise of
an Incentive Option. If Common Stock is issued to an Optionee pursuant to the
exercise of an Incentive Option, and if no disqualifying disposition of such
shares is made by such Optionee within two years after the date of grant or
within one year after the transfer of such shares to such Optionee then (1) upon
sale of such shares, any amount realized in excess of the option price will be
taxed to such Optionee as a long-term capital gain and any loss sustained will
be a long-term capital loss, and (2) no deduction will be allowed to the
Optionee's employer for Federal income tax purposes.
If the Common Stock acquired upon the exercise of an Incentive Option is
disposed of prior to the expiration of either holding period described above,
generally (1) the Optionee will realize ordinary income in the year of
disposition in an amount equal to the excess (if any) of the fair market value
of such shares at exercise (or, if less, the amount realized on the disposition
of such shares) over the option price paid for such
16
<PAGE>
shares and (2) the Optionee's employer will be entitled to deduct such amount
for Federal income tax purposes if the amount represents an ordinary and
necessary business expense. Any further gain (or loss) realized by the Optionee
will be taxed as short-term or long-term capital gain (or loss), as the case may
be, and will not result in any deduction by the employer.
Subject to certain exceptions for disability or death, if an Incentive
Option is exercised more than three months following termination of employment,
the exercise of the Option will generally be taxed as the exercise of a
Non-Qualified Option.
For purposes of determining whether an Optionee is subject to any
alternative minimum tax liability, an Optionee who exercises an Incentive Option
generally would be required to increase his or her alternative minimum taxable
income, and compute the tax basis in the stock so acquired, in the same manner
as if the Optionee had exercised a Non-Qualified Option. Each Optionee is
potentially subject to the alternative minimum tax. In substance, a taxpayer is
required to pay the higher of his/her alternative minimum tax liability or
his/her "regular" income tax liability. As a result, a taxpayer has to determine
his potential liability under the alternative minimum tax.
(2) NON-QUALIFIED OPTIONS
Except as noted below for corporate "insiders," with respect to
Non-Qualified Options, (1) no income is realized by the Optionee at the time the
option is granted; (2) generally, at exercise, ordinary income is realized by
the Optionee in an amount equal to the difference between the option price paid
for the shares and the fair market value of the shares, if unrestricted, on the
date of exercise, and the Optionee's employer is generally entitled to a tax
deduction in the same amount subject to applicable tax withholding requirements;
and (3) at sale, appreciation (or depreciation) after the date of exercise is
treated as either short-term or long-term capital gain (or loss) depending on
how long the shares have been held.
(3) SPECIAL RULES APPLICABLE TO CORPORATE INSIDERS
As a result of the rules under Section 16(b) of the Securities Exchange Act
of 1934 (the "Exchange Act"), "insiders" (as defined in the Exchange Act),
depending upon the particular exemption from the provisions of Section 16(b)
utilized, may not receive the same tax treatment as set forth above with respect
to the grant and/or exercise of Options. Generally, insiders will not be subject
to taxation until the expiration of any period during which they are subject to
the liability provisions of Section 16(b) with respect to any particular option.
Insiders should check with the General Counsel of the Company or their own tax
advisers to ascertain the appropriate tax treatment for any particular option.
NEW PLAN BENEFITS. Inasmuch as awards to all participants under the SOP
will be granted at the sole discretion of the Committee, such benefits under the
SOP are not determinable. Compensation paid and other benefits granted in
respect of the 1997 fiscal year to the Named Officers are set forth in the
Summary Compensation Table on page 8.
PROPOSED ACTION. Approval of the adoption of the SOP will require the
affirmative vote of the holders of a majority of the shares of the Common Stock
of the Company present, in person or by proxy, at the meeting.
17
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE APPROVAL OF THE SOP.
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 26,
1998, 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 1998
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 1999 ANNUAL MEETING
It is presently anticipated that the 1999 Annual Meeting will be held on or
about May 6, 1999. In order for a stockholder proposal to be included in the
Company's proxy materials for the 1999 Annual Meeting, it must be received by
the Secretary of the Company no later than November 18, 1998. It is urged that
any such proposal be sent by certified mail, return receipt requested. If the
date of the 1999 Annual Meeting is changed to a date more than 30 days earlier
or later than May 6, 1999, 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 1997 all filing requirements
applicable to its officers, directors and ten percent shareholders were complied
with.
18
<PAGE>
OTHER INFORMATION
Consolidated financial statements for the Company are included in the Annual
Report to Stockholders for the year 1997 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
1997 (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, 1998
19
<PAGE>
EXHIBIT A
MUELLER INDUSTRIES, INC.
1998 STOCK OPTION PLAN
1. PURPOSES.
The Mueller Industries, Inc. 1998 Stock Option Plan (the "Plan") is intended
to attract and retain the best available personnel for positions of substantial
responsibility with Mueller Industries, Inc., a Delaware corporation (the
"Company"), and its subsidiary corporations, and to provide additional incentive
to such persons to exert their maximum efforts toward the success of the Company
and its subsidiary corporations. The above aims will be effectuated through the
granting of certain options ("Options") to purchase shares of the Company's
common stock, par value $.01 per share (the "Common Stock"). Under the Plan, the
Company may grant "incentive stock options" ("ISOs") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
Options which are not intended to be ISOs ("Non-Qualified Options").
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors of the Company (the
"Board of Directors"), or a committee consisting of at least two persons,
appointed by the Board of Directors, each of whom shall be both a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 (the "Exchange Act") and an "outside director" within the meaning of
Section 162(m) of the Code (the entity administering the Plan hereinafter called
the "Committee"). The Committee may exercise the power and authority vested in
the Board of Directors under the Plan. Within the limits of the express
provisions of the Plan, the Committee shall have the authority, in its
discretion, to take the following actions under the Plan:
(a) to determine the individuals to whom, and the time or times at which,
Options shall be granted, the number of shares of Common Stock to be subject to
each Option and whether such Options shall be ISOs or Non-Qualified Options;
(b) to interpret the Plan;
(c) to prescribe, amend and rescind rules and regulations relating to the
Plan;
(d) to determine the terms and provisions of the respective stock option
agreements granting Options, including the date or dates upon which Options
shall become exercisable, which terms need not be identical;
(e) to accelerate the vesting of any outstanding Options; and
(f) to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan.
In making such determinations, the Committee may take into account the
nature of the services rendered by such individuals, their present and potential
contributions to the Company's success, and such other factors as the Committee,
in its discretion, shall deem relevant. An individual to whom an Option has been
granted under the Plan is referred to herein as an "Optionee". The Committee's
determinations on the matters referred to in this Section 2 shall be conclusive.
A-1
<PAGE>
3. SHARES SUBJECT TO THE PLAN.
The total number of shares of Common Stock which shall be subject to Options
granted under the Plan shall not exceed 300,000, subject to adjustment as
provided in Section 7 hereof. The Company shall at all times while the Plan is
in force reserve such number of shares of Common Stock as will be sufficient to
satisfy the requirements of outstanding Options. The shares of Common Stock to
be issued upon exercise of Options shall be authorized and unissued or
reacquired shares of Common Stock. The shares of Common Stock relating to the
unexercised portion of any expired, terminated or cancelled Option shall
thereafter be available for the grant of Options under the Plan.
4. ELIGIBILITY.
(a) Options may be granted under the Plan only to (i) employees of the
Company and (ii) employees of any "subsidiary corporation" (a "Subsidiary") of
the Company within the meaning of Section 424(f) of the Code; PROVIDED, HOWEVER,
that no person may be granted Options under the Plan with respect to more than
70,000 shares of Common Stock in any one year. The term "Company," when used in
the context of an Optionee's employment, shall be deemed to include Subsidiaries
of the Company.
(b) Nothing contained in the Plan shall be construed to limit the right of
the Company to grant stock options otherwise than under the Plan for proper
corporate purposes.
5. TERMS OF OPTIONS.
The terms of each Option granted under the Plan shall be determined by the
Committee consistent with the provisions of the Plan, including the following:
(a) The purchase price of the shares of Common Stock subject to each Option
shall be fixed by the Committee, in its discretion, at the time such Option is
granted; PROVIDED, HOWEVER, that in no event shall such purchase price be less
than the Fair Market Value (as defined in paragraph (g) of this Section 5) of
the shares of Common Stock as of the date such Option is granted.
(b) The dates on which each Option (or portion thereof) shall be exercisable
shall be fixed by the Committee, in its discretion, at the time such Option is
granted.
(c) The expiration of each Option shall be fixed by the Committee, in its
discretion, at the time such Option is granted. No Option shall be exercisable
after the expiration of ten (10) years from the date of its grant and each
Option shall be subject to earlier termination as determined by the Committee,
in its discretion, at the time such Option is granted.
(d) Options shall be exercised by the delivery to the Company at its
principal office or at such other address as may be established by the Committee
(Attention: Corporate Treasurer) of written notice of the number of shares of
Common Stock with respect to which the Option is being exercised accompanied by
payment in full of the purchase price of such shares. Unless otherwise
determined by the Committee, payment for such shares may be made (i) in cash,
(ii) by certified check or bank cashier's check payable to the order of the
Company in the amount of such purchase price, (iii) by delivery to the Company
of shares of Common Stock (held by the Optionee for at least six months prior to
such delivery) having a Fair Market Value equal to such purchase price, (iv) by
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay such purchase price and to sell
the shares of Common Stock to be issued upon exercise of the Option and deliver
the cash proceeds less commissions and brokerage fees to the Optionee or to
deliver the remaining shares of Common Stock to the Optionee, or (v) by any
combination of the methods of payment described in (i) through (iv) above.
A-2
<PAGE>
(e) An Optionee shall not have any of the rights of a holder of the Common
Stock with respect to the shares of Common Stock subject to an Option until such
shares are issued to such Optionee upon the exercise of such Option.
(f) Generally, an Option shall not be transferable, except by will or the
laws of descent and distribution, and may be exercised, during the lifetime of
an Optionee, only by the Optionee; PROVIDED, HOWEVER, that the Committee may, in
its sole discretion, at the time of grant or at any time thereafter, allow for
the transfer of Options that are not ISOs to other persons or entities, subject
to such conditions or limitations as it may establish. No Option granted under
the Plan shall be subject to execution, attachment or other process.
(g) For purposes of the Plan, as of any date when the Common Stock is quoted
on the NASDAQ Stock Market or listed on one or more national securities
exchanges, the "Fair Market Value" of the Common Stock as of any date shall be
deemed to be the mean between the highest and lowest sale prices of the Common
Stock reported on the NASDAQ Stock Market or the principal national securities
exchange on which the Common Stock is listed and traded on the immediately
preceding date, or, if there is no such sale on that date, then on the last
preceding date on which such a sale was reported. If the Common Stock is not
quoted on the NASDAQ Stock Market or listed on an exchange, or representative
quotes are not otherwise available, the "Fair Market Value" of the Common Stock
shall mean the amount determined by the Committee to be the fair market value
based upon a good faith attempt to value the Common Stock accurately.
6. SPECIAL PROVISIONS APPLICABLE TO ISOS.
The following special provisions shall be applicable to ISOs granted under
the Plan.
(a) No ISOs shall be granted under the Plan after ten (10) years from the
earlier of (i) the date the Plan is adopted, or (ii) the date the Plan is
approved by the holders of the Common Stock.
(b) ISOs may not be granted to a person who owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company,
any of its Subsidiaries, or any "parent corporation" (a "Parent") of the Company
within the meaning of Section 424(e) of the Code.
(c) If the aggregate Fair Market Value of the Common Stock with respect to
which ISOs are exercisable for the first time by any Optionee during a calendar
year (under all plans of the Company and its Parents and Subsidiaries) exceeds
$100,000, such ISOs shall be treated, to the extent of such excess, as
Non-Qualified Options. For purposes of the preceding sentence, the Fair Market
Value of the Common Stock shall be determined at the time the ISOs covering such
shares were granted.
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) In the event that the outstanding shares of Common Stock or the capital
structure of the Company are changed by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split, reverse stock
split, combination or exchange of shares and the like, or dividends payable in
shares of Common Stock, the Committee shall make such appropriate adjustment to
the aggregate number of shares of Common Stock available under the Plan, the
number of shares of Common Stock subject to Options that may be granted to any
person in any one year, and in the number of shares of Common Stock and price
per share of Common Stock subject to outstanding Options as determined by the
Committee, in its sole discretion to be appropriate. If the Company shall be
reorganized, consolidated, or merged with another corporation, or if all or
substantially all of the assets of the Company shall be sold or exchanged, an
Optionee shall at the time of issuance of the stock under such corporate event
be entitled to receive upon the exercise
A-3
<PAGE>
of his Option the same number and kind of shares of stock or the same amount of
property, cash or securities as he would have been entitled to receive upon the
occurrence of any such corporate event as if he had been, immediately prior to
such event, the holder of the number of shares of Common Stock covered by his
Option; PROVIDED, HOWEVER, that if any such event occurs or if the Company
enters into an agreement to undertake any such event, the Committee may, in its
sole discretion, cancel any outstanding options and pay to such Optionees, in
cash or stock, or any combination thereof, the value of such Options as
determined by the Committee based on the price per share of Common Stock
received or to be received by the stockholders of the Company upon such event.
(b) Any adjustment under this Section 7 in the number of shares of Common
Stock subject to Options shall apply proportionately to only the unexercised
portion of any Option granted hereunder. If fractions of a share would result
from any such adjustment, the adjustment shall be revised to the next lower
whole number of shares.
8. FURTHER CONDITIONS OF EXERCISE.
(a) The obligation of the Company to issue shares of Common Stock pursuant
to the exercise of Options shall be subject to all applicable laws, rules and
regulations, and to such approvals by governmental agencies as may be required.
Notwithstanding any of the provisions hereof, the Optionee may not exercise the
Options, and the Company will be under no obligation to offer to sell or to sell
and shall be prohibited from offering to sell or selling any shares of Common
Stock pursuant to the exercise of any Option unless such exercise, offer or sale
shall be properly registered pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended) (the "Securities Act") with the Securities and
Exchange Commission or unless the Company has received an opinion of counsel,
satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms and
conditions of such exemption have been fully complied with. Any determination in
this connection by the Committee shall be final, binding and conclusive. The
Company shall use reasonable efforts to register the offer or sale of shares of
Common Stock underlying any Option pursuant to the Securities Act and to take
any other affirmative action in order to cause the exercise of the Options or
the issuance or transfer of shares pursuant thereto to comply with any law or
regulation of any governmental authority. If the shares of Common Stock offered
for sale or sold under any Option are offered or sold pursuant to an exemption
from registration under the Securities Act, the Company may restrict the
transfer of such shares and may legend the Common Stock certificates
representing such shares in such manner as it deems advisable to ensure the
availability of any such exemption.
(b) The Company is relieved from any liability for the non-issuance or
non-transfer or any delay in issuance or transfer of any shares of Common Stock
subject to Options which results from the inability of the Company to obtain or
in any delay in obtaining from any regulatory body having jurisdiction all
requisite authority to issue or transfer shares of Common Stock of the Company
either upon exercise of the Options or shares of Common Stock issued as a result
of such exercise if counsel for the Company deems such authority necessary for
lawful issuance or transfer of any such shares.
9. TERMINATION, MODIFICATION AND AMENDMENT.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the date of its adoption by the Board of
Directors, and no Option shall be granted after termination of the Plan.
A-4
<PAGE>
(b) The Plan may at any time be terminated or, from time to time, be
modified or amended by the Board of Directors; PROVIDED, HOWEVER, that the Board
of Directors shall not, without approval by the affirmative vote of the holders
of a majority of the shares of the capital stock of the Company present in
person or by proxy and entitled to vote at the meeting, amend the Plan to (i)
increase (except as provided by Section 7) the maximum number of shares of
Common Stock as to which Options may be granted under the Plan, (ii) increase
the maximum number of shares as to which Options may be granted to any person in
any single year, (iii) decrease the purchase price for Options below Fair Market
Value at the time of grant, or (iv) change the class of persons eligible to
receive Options under the Plan.
(c) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by any Options without the consent of the affected
Optionee.
10. EFFECTIVENESS OF THE PLAN.
The Plan shall become effective upon adoption by the Board of Directors of
the Company, subject to the approval by the shareholders of the Company. Options
may be granted under the Plan prior to receipt of such approval, provided that,
in the event such approval is not obtained, the Plan and all Options granted
under the Plan shall be null and void and of no force and effect.
11. NOT A CONTRACT OF EMPLOYMENT.
Nothing contained in the Plan or in any stock option agreement executed
pursuant hereto shall be deemed to confer upon any Optionee any right to remain
in the employ of the Company or of any Subsidiary.
12. GOVERNING LAW.
The Plan shall be governed by the laws of the State of Delaware without
reference to principles of conflict of laws thereof.
13. WITHHOLDING.
As a condition to the exercise of any Option, the Committee may require that
an Optionee satisfy, through withholding from other compensation or otherwise,
the full amount of all federal, state and local income and other taxes required
to be withheld in connection with such exercise. The Committee may, in its sole
discretion, allow for the retention by the Company of shares of Common Stock
otherwise to be delivered to the Optionee upon the exercise of any Option in
order to satisfy this withholding requirement.
As adopted by the Board of Directors of
Mueller Industries, Inc. as of February 12, 1998.
A-5
<PAGE>
MUELLER INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 7, 1998
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.)
--------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
2.Approve amendment increasing number of authorized shares of Common Stock from
50,000,000 to 100,000,000. / / FOR / / AGAINST / / ABSTAIN
3.Approve the Company's 1998 Stock Option Plan. / / FOR / / AGAINST / / ABSTAIN
4. 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 ITEMS 2, 3 AND 4.
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, 1998
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, 1998, 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: _____________________, 1998
----------------------------------
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.
