UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2006
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MUELLER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6770 25-0790410
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
8285 Tournament Drive Suite 150
Memphis, Tennessee 38125
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 753-3200
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On December 1, 2006, Mueller Industries, Inc. (the "Company") entered into a
Credit Agreement (the "Credit Agreement") among the Company (as borrower),
Lasalle Bank Midwest National Association ("Lasalle") (as agent) and certain
lenders (including Lasalle) named therein. The Credit Agreement replaces the
Company's prior credit agreement among the Company (as borrower), Lasalle (as
agent) and certain lenders (including Lasalle) named therein, dated as of
November 6, 2003 and amended as of September 27, 2004 and April 12, 2006.
The Credit Agreement provides for an unsecured $200 million revolving credit
facility, which matures in December 2011. The Company has the option to increase
the size of the credit facility to $250 million upon satisfaction of certain
conditions set forth in the Credit Agreement. Funds borrowed under the Credit
Agreement may be used by the Company for working capital, acquisitions and other
general corporate purposes.
Borrowings under the Credit Agreement bear interest, at the Company's option, at
(i) LIBOR plus a variable premium or (ii) the greater of Prime or the Federal
Funds rate plus 0.50 percent. LIBOR advances may be based upon the one, two, or
three-month LIBOR. The variable premium over LIBOR is based on certain financial
ratios, and can range from 27.5 to 67.5 basis points. Additionally, a facility
fee is payable quarterly on the aggregate amount of the commitments (whether
used or unused) and varies from 10.0 to 20.0 basis points based upon the
Company's capitalization ratio. Availability of funds under the credit facility
is reduced by the amount of certain outstanding letters of credit.
Borrowings under the Credit Agreement require the Company, among other things,
to meet certain minimum financial ratios. The Credit Agreement also contains
certain covenants relating to the Company's 6% Subordinated Debentures.
Amounts borrowed under the Credit Agreement by the Company are guaranteed on a
joint and several basis by certain of the Company's wholly-owned subsidiaries.
There is no material relationship between the Company and any of the parties to
the Credit Agreement other than in respect to the Credit Agreement and other
routine commercial banking services.
The description of the Credit Agreement contained herein is qualified in its
entirety by reference to the Credit Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described above under Item 1.01 with respect to the Credit
Agreement is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Credit Agreement, dated as of December 1, 2006, among the
Company (as borrower), Lasalle Bank Midwest National
Association (as agent), and certain lenders named therein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MUELLER INDUSTRIES, INC.,
By: /s/ Gary C. Wilkerson
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Name: Gary C. Wilkerson
Title: Vice President, General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description
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10.1 Credit Agreement, dated as of December 1, 2006, among the
Company (as borrower), Lasalle Bank Midwest National
Association (as agent), and certain lenders named therein.