UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Mueller Industries, Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per Share
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
Harvey L. Karp, P.O. Box 30, East Hampton, N.Y. 11937
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No.
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvey L. Karp
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
218,896
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
218,896
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,618,896
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
I
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Item 1. Security and Issuer.
Pursuant to Rule 13d-2, this Amendment No. 7 amends and restates the
Schedule 13D filed on March 13, 1991 and amended on June 22, 1991 and amended
and restated on June 22, 1994, March 8, 2002, April 5, 2002, April 12, 2002 and
May 10, 2002 (as amended, this "Statement") by Harvey L. Karp with respect to
the Common Stock, $0.10 par value per share (the "Common Stock"), of Mueller
Industries, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 8285 Tournament Drive, Memphis,
Tennessee 38125.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed on behalf of Harvey L. Karp whose
business address is c/o the Company, 8285 Tournament Drive, Memphis, Tennessee
38125. Mr. Karp's present principal occupation is Chairman of the Board of the
Company.
(d) and (e) During the last five years, Mr. Karp has not been convicted in
a criminal proceeding nor has he been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. Karp is a citizen of the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
It is currently anticipated that any purchases of Common Stock by Mr. Karp
upon exercise of the Options referred to in Item 5 of this Statement will be
paid for with Mr. Karp's personal funds.
Item 4. Purpose of Transaction.
On March 6, 2002, Mr. Karp and Bear, Stearns & Co. Inc. ("Bear Stearns")
entered into a sales plan (such sales plan, as amended as of April 12, 2002 and
as of June 28, 2002, the "Sales Plan") representing Mr. Karp's adoption of a
written plan for trading securities that complies with the requirements of Rule
10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Pursuant to the Sales Plan, Bear Stearns shall exercise Options
(which are Inducement Options as defined in Item 6 of this Statement) to
purchase a total of 200,000 shares of Common Stock on the first business day of
each calendar month during the term of the Sales Plan which shall immediately
succeed the trading day on the New York Stock Exchange on which the closing sale
price of the Common Stock shall be at least $30.00 per share (except that with
respect to the first calendar month during the term of the Sales Plan such
business day shall not be earlier than March 6, 2002) and, in addition, on one
occasion during the second or third month during each three-month period covered
by a Form 144, on a business day which shall immediately succeed a trading day
on the New York Stock Exchange on which the closing sale price of the Common
Stock shall be at least $30.00 per share (except that with respect to the first
three-month period during the term of the Sales Plan such business day shall not
be earlier than March 6, 2002), certain designated registered representatives of
Bear Stearns may exercise discretion to estimate and exercise Options to
purchase such additional number of shares of Common Stock which, net of the
amount of Common Stock remaining after Common
3 of 20
Stock is withheld by the Company to pay required Federal, state and local
withholding taxes due with respect to such Option exercise, together with all
shares of Common Stock sold or to be sold by Bear Stearns during such
three-month period, shall equal the maximum number of shares of Common Stock
which may be sold by Mr. Karp during such three-month period pursuant to Rule
144 hereinafter referred to; provided, however, that Bear Stearns shall not so
exercise Options if there are 250,000 or more shares of Common Stock in the Plan
Account (as defined in the Sales Plan) which have not been sold by Bear Stearns
pursuant to the Sales Plan; provided, further, however, that Bear Stearns shall
not exercise Options to purchase more than 1,200,000 shares of Common Stock
during the term of the Sales Plan and, during the term of the Sales Plan, one or
more exercise of Options may be reduced so as not to exceed such limit.
Thereafter, to the extent shares of Common Stock are available from the exercise
of such Options, Bear Stearns shall sell, as soon as reasonably practicable but
with time and price discretion, the net amount of Common Stock remaining after
Common Stock is withheld by the Company to pay required Federal, state and local
withholding taxes due with respect to such Option exercise (the "Monthly Sale
Amount") commencing on the following business day and terminating on the
business day on which all shares are sold at a gross price before deduction of
commissions or mark-down of at least $30.00 per share (the "Minimum Sale
Price"). Pursuant to the Sales Plan, the Company shall notify Bear Stearns not
later than the opening of trading on the New York Stock Exchange on the trading
day immediately succeeding the date of exercise of the number of shares of
Common Stock to be withheld by the Company to pay required Federal, state and
local withholding taxes due with respect to such Option exercise. Subject to the
Minimum Sale Price and the other applicable provisions of the Sales Plan, Bear
Stearns shall sell the Monthly Sale Amount under ordinary principles of best
execution.
4 of 20
Bear Stearns agreed to conduct all sales pursuant to the Sales Plan in
accordance with the manner of sale requirement of Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"), and in no event shall Bear
Stearns effect any sale if such sale would exceed the then-applicable volume
limitation under Rule 144, assuming that the sales to be made by Bear Stearns
under the Sales Plan are the only sales subject to such limitation, unless
directed by Mr. Karp pursuant to a registration statement with respect to such
sales in effect under the Securities Act.
Notwithstanding the foregoing, on June 28, 2002, the Sales Plan was amended
to permit Bear Stearns to exercise Options to purchase a total of 285,700 shares
of Common Stock (the total number of Options remaining to be exercised during
the term of the Sales Plan) on the first business day of July 2002 which shall
immediately succeed the trading day on the New York Stock Exchange on which the
closing sale price of the Common Stock shall be at least $30.00 per share or, if
such business day shall not occur during the month of July 2002, then during the
first month thereafter during the term of the Sales Plan during which such
business day shall occur.
If not earlier terminated in accordance with the terms thereof, the Sales
Plan will terminate on March 31, 2003.
The Sales Plan is filed as Exhibit C to this Statement, the amendment to
the Sales Plan dated as of April 12, 2002 is filed as Exhibit D to this
Statement and the amendment to the Sales Plan dated as of June 28, 2002 is filed
as Exhibit E to this Statement.
Except as set forth above, Mr. Karp has no plans or proposals which relate
to or would result in any of the matters set forth subparagraphs (a) - (j) of
Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a) and b) The responses to Rows (7) through (13) on the cover of this
Statement are incorporated herein by reference. Included in the shares of Common
Stock beneficially owned by Mr. Karp are 2,400,000 shares of Common Stock
issuable upon the exercise of Options. By virtue of a Stock Option Agreement,
dated December 4, 1991, and a Stock Option Agreement, dated March 3, 1992, Mr.
Karp has the right to acquire a maximum of 2,400,000 shares of Common Stock. The
shares of Common Stock beneficially owned by Mr. Karp constitute 7.1% of the
shares of Common Stock outstanding as of April 17, 2002 (computed in accordance
with Rule 13d-3(d)(1) under the Exchange Act) and based on the 33,823,446 shares
of Common Stock indicated to be outstanding in the Company's Current Report on
Form 10-Q for the fiscal quarter ended March 30, 2002 increased by the
additional shares of Common Stock issued upon the exercise by Mr. Karp of the
Options referred to in Items 5(c)(xxxi), 5(c)(xlvi) and 5(c)(lxii) of this
Statement less the shares of Common Stock withheld by the Company referred to
therein.
(c) (i) On March 7, 2002, pursuant to the Sales Plan, Mr. Karp exercised
Options to purchase 200,000 shares of Common Stock at an exercise price of
$2.0625 per share. In connection with such exercise, the Company withheld 67,157
shares of Common Stock (valued at $33.24 per share) to pay required Federal,
state and local withholding taxes due with respect to such Option exercise.
(ii) On March 7, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 7300 shares at $33.40; 700 shares at $33.45; 700
shares at $33.42; 200 shares at $33.41; and 200 shares at $33.26.
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(iii) On March 8, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 10,800 shares at $33.15 and 4,300 shares at $33.17.
(iv) On March 11, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 10,500 shares at $33.10; 7,500 shares at $33.20;
6,500 shares at $33.15; 5,500 shares at $33.35; 5,000 shares at $34.28; 5,000
shares at $34.00; 5,000 shares at $33.80; and 5,000 shares at $33.50.
(v) On March 12, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 8,643 shares at $34.50 and 600 shares at $34.85.
(vi) On March 13, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 5,000 shares at $34.75; 5,000 shares at $34.65;
2,500 shares at $34.60; and 2,500 shares at $34.46.
(vii) On March 14, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 7,500 shares at $34.80 and 4,400 shares at $34.70.
(viii) On March 15, 2002, pursuant to the Sales Plan, Bear Stearns sold
7,500 shares of Common Stock on the New York Stock Exchange at a per share price
of $35.00.
(ix) On March 18, 2002, pursuant to the Sales Plan, Bear Stearns sold 7,500
shares of Common Stock on the New York Stock Exchange at a per share price of
$35.00.
(x) On March 19, 2002, pursuant to the Sales Plan, Bear Stearns sold 7,500
shares of Common Stock on the New York Stock Exchange at a per share price of
$35.15.
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(xi) On April 1, 2002, pursuant to the Sales Plan, Mr. Karp exercised
Options to purchase 200,000 shares of Common Stock at an exercise price of
$2.0625 per share. In connection with such exercise, the Company withheld 67,376
shares of Common Stock (valued at $34.97 per share) to pay required Federal,
state and local withholding taxes due with respect to such exercise.
(xii) On April 1, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 100 shares at $34.92 and 9,900 shares at $34.91.
(xiii) On April 2, 2002, pursuant to the Sales Plan, Bear Stearns sold
5,000 shares of Common Stock on the New York Stock Exchange at a per share price
of $35.00.
(xiv) On April 3, 2002, pursuant to the Sales Plan, Bear Stearns sold 5,000
shares of Common Stock on the New York Stock Exchange at a per share price of
$34.84.
(xv) On April 4, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 5,000 shares at $34.62 and 5,000 shares at $34.61.
(xvi) On April 5, 2002, pursuant to the Sales Plan, Bear Stearns sold
25,000 shares of Common Stock on the New York Stock Exchange at the per share
price of $34.73.
(xvii) On April 8, 2002, pursuant to the Sales Plan, Bear Stearns sold
5,000 shares of Common Stock on the New York Stock Exchange at the per share
price of $35.17.
(xviii) On April 9, 2002, Bear Stearns sold the following number of shares
of Common Stock on the New York Stock Exchange at the per share prices
indicated: 1,600 shares at $35.79; 4,300 shares at $35.69; 700 shares at $35.70;
and 5,000 shares at $35.42.
8 of 20
(xix) On April 10, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 10,000 shares at $35.82 and 5,000 shares at $35.72.
(xx) On April 11, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 5,000 shares at $35.83; 5,000 shares at $35.85;
8,224 shares at $34.89; 1,800 shares at $36.11; and 2,400 shares at $35.93.
(xxi) On April 12, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following number of shares of Common Stock on the New York Stock Exchange at the
per share prices indicated: 600 shares at $35.80; 9,400 shares at $35.79; 10,000
shares at $35.74 and 3,600 shares at $35.25.
(xxii) On April 16, 2002, pursuant to the Sales Plan, Mr. Karp exercised
Options to purchase 114,300 shares of Common Stock at an exercise price of
$2.0625 per share. In connection with such exercise, the Company withheld 38,553
shares of Common Stock (valued at $35.68 per share) to pay required Federal,
state and local withholding taxes due with respect to such Option exercise.
(xxiii) On April 16, 2002, pursuant to the Sales Plan, Bear Stearns sold
the following numbers of shares of Common Stock on the New York Stock Exchange
at the per share prices indicated: 5,000 shares at $35.62; 5,000 shares at
$35.68; 5,000 shares at $35.75; 5,000 shares at $35.78; and 5,000 shares at $35
..80.
(xxiv) On April 17, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 1,347 shares at $35.91 and 4,300 shares at
$35.75.
(xxv) On April 18, 2002, pursuant to the Sales Plan, Bear Stearns sold
3,000 shares of Common Stock on the New York Stock Exchange at a per share price
of $35.53.
(xxvi) On April 19, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 5,300 shares at $35.32 and 11,700 shares at
$35.31.
(xxvii) On April 23, 2002, pursuant to the Sales Plan, Bear Stearns sold
3,400 shares of Common Stock on the New York Stock Exchange at a per share price
of $34.60.
(xxviii) On April 24, 2002, pursuant to the Sales Plan, Bear Stearns sold
the following numbers of shares of Common Stock on the New York Stock Exchange
at the per share prices indicated: 6,700 shares at $34.53; 200 shares at $34.65;
and 200 shares at $34.68.
(xxix) On April 25, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 5,000 shares at $33.94 and 4,600 shares at
$33.92.
(xxx) On April 26, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 2,000 shares at $34.18; 1,500 shares at $34.22;
and 1,500 shares at $34.45.
(xxxi) On May 1, 2002, pursuant to the Sales Plan, Mr. Karp exercised
Options to purchase 200,000 shares of Common Stock at an exercise price of
$2.0625 per share. In connection with such exercise, the Company withheld 67,239
shares of Common Stock (valued at $33.86 per share) to pay required Federal,
state and local withholding taxes due with respect to such Option exercise.
(xxxii) On May 1, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 1,400 shares at $34.08; 600 shares at $34.07;
and 4,400 shares at $34.06.
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(xxxiii) On May 2, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 8,500 shares at $33.96; 3,600 shares at $33.94;
and 1,500 shares at $33.99.
(xxxiv) On May 3, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 5,000 shares at $34.07; 5,000 shares at $34.06;
5,000 shares at $34.16; and 761 shares at $34.08.
(xxxv) On May 7, 2002, pursuant to the Sales Plan, Bear Stearns sold 7,300
shares of Common Stock on the New York Stock Exchange at the per share price of
$33.58.
(xxxvi) On May 8, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 5,000 shares at $33.46; 4,100 shares at $33.41;
and 900 shares at $33.53.
(xxxvii) On May 9, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 100 shares at $33.72; 4,900 shares at $33.70;
5,000 shares at $33.57; and 5,000 shares at $33.48.
(xxxviii) On May 13, 2002, pursuant to the Sales Plan, Bear Stearns sold
the following numbers of shares of Common Stock on the New York Stock Exchange
at the per share prices indicated: 5,000 shares at $32.76; 5,000 shares at
$32.90; and 5,000 shares at $33.10.
(xxxix) On May 14, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 500 shares at $33.91 and 5,000 shares at $33.85.
(xl) On May 15, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices
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indicated: 5,000 shares at $33.94; 4,000 shares at $33.88; 5,000 shares at
$33.82; 1,000 shares at $33.90; and 5,000 shares at $33.98.
(xli) On May 16, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 4,400 shares at $34.00 and 4,200 shares at
$33.95.
(xlii) On May 17, 2002, pursuant to the Sales Plan, Bear Stearns sold 5,000
shares of Common Stock on the New York Stock Exchange at the per share price of
$33.85.
(xliii) On May 20, 2002, pursuant to the Sales Plan, Bear Stearns sold 600
shares of Common Stock on the New York Stock Exchange at the per share price of
$34.03.
(xliv) On May 21, 2002, pursuant to the Sales Plan, Bear Stearns sold 2,200
shares of Common Stock on the New York Stock Exchange at the per share price of
$34.00.
(xlv) On May 22, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 5,000 shares at $34.12 and 2,800 shares at
$34.00.
(xlvi) On June 3, 2002, pursuant to the Sales Plan, Mr. Karp exercised
Options to purchase 200,000 shares of Common Stock at an exercise price of
$2.0625 per share. In connection with such exercise, the Company withheld 67,114
shares of Common Stock (valued at $32.92 per share) to pay required Federal,
state and local withholding taxes due with respect to such Option exercise.
(xlvii) On June 3, 2002, pursuant to the Sales Plan, Bear Stearns sold 700
shares of Common Stock on the New York Stock Exchange at the per share price of
$32.98.
(xlviii) On June 4, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 100 shares at $32.70; 4,900 shares at $32.68;
and 5,000 shares at $32.60.
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(xlix) On June 5, 2002, pursuant to the Sales Plan, Bear Stearns sold 2,125
shares of Common Stock on the New York Stock Exchange at the per share price of
$32.88.
(l) On June 10, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 4,700 shares at $32.40; 300 shares at $32.41;
400 shares at $32.51; 100 shares at $32.52; and 300 shares at $32.53.
(li) On June 11, 2002, pursuant to the Sales Plan, Bear Stearns sold 2,200
shares of Common Stock on the New York Stock Exchange at the per share price of
$32.41.
(lii) On June 12, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 100 shares at $32.20; 300 shares at $32.35;
1,500 shares at $32.27; 3,300 shares at $32.28; 1,700 shares at $32.29; 3,900
shares at $32.30; 600 shares at $32.31; 200 shares at $32.32; and 300 shares at
$32.35.
(liii) On June 14, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 7,500 shares at $31.08; 300 shares at $31.13;
400 shares at $31.15; 100 shares at $31.17; 600 shares at $31.18; 200 shares at
$31.20; and 1,800 shares at $31.30.
(liv) On June 17, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 100 shares at $31.64; 100 shares at $31.65; 100
shares at $31.67; 500 shares at $31.69; 1,000 shares at $31.74; 5,000 shares at
$31.75; 5,000 shares at $31.78; 300 shares at $31.80; 3,600 shares at $31.81;
900 shares at $31.82; 1,200 shares at $31.84; 300 shares at $31.85; 400 shares
at $31.88; 300 shares at $31.89; 1,200 shares at $31.90; and 5,000 shares at
$32.00.
13 of 20
(lv) On June 19, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 300 shares at $31.61; 4,700 shares at $31.59;
and 5,000 shares at $31.44.
(lvi) On June 20, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 200 shares at $31.89; 1,761 shares at $31.95;
5,000 shares at $31.80; and 5,000 shares at $31.74.
(lvii) On June 21, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 5,000 shares at $31.70 and 5,000 shares at
$31.65.
(lviii) On June 24, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 2,500 shares at $31.70 and 100 shares at $31.75.
(lix) On June 25, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 3,500 shares at $31.80; 2,000 shares at $31.70;
and 4,000 shares at $31.60.
(lx) On June 27, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 2,700 shares at $31.30; 3,300 shares at $31.40;
and 2,000 shares at $31.35.
(lxi) On June 28, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 1,500 shares at $31.50; 1,500 shares at $31.40;
5,900 shares at $31.75; and 3,300 shares at $31.65.
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(lxii) On July 1, 2002, pursuant to the Sales Plan, Mr. Karp exercised
Options to purchase 285,700 shares of Common Stock at an exercise price of
$2.0625 per share. In connection with such exercise, the Company withheld 95,604
shares of Common Stock (valued at $31.60 per share) to pay required Federal,
state and local withholding taxes due with respect to such Option exercise.
(lxiii) On July 1, 2002, pursuant to the Sales Plan, Bear Stearns sold the
following numbers of shares of Common Stock on the New York Stock Exchange at
the per share prices indicated: 200 shares at $31.68 and 5,000 shares at $31.58.
(d) No person other than Mr. Karp has the right to receive or power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Effective as of September 17, 1997, the Company amended and restated Harvey
L. Karp's then existing 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 his or 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
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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 reminder 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.
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 Mr.
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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.
The Karp Employment Agreement is filed as Exhibit A to this Statement.
Pursuant to an Option Agreement, dated December 4, 1991, Mr. Karp was
granted an option (the "Inducement Option") to acquire 2,000,000 shares of
Common Stock at an exercise price of $2.0625 per share (as adjusted for
subsequent stock splits). 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.
The Inducement Option is filed as Exhibit B to this Statement.
Pursuant to an Option Agreement, dated March 3, 1992, Mr. Karp was granted
an option (the "Subsequent Option") to acquire 1,600,000 shares of Common Stock
at an exercise price of $2.0625 per share (as adjusted for subsequent stock
splits). The Subsequent Option was granted to Mr. Karp in addition to the
Inducement Option granted to Mr. Karp pursuant to the Karp Employment Agreement.
The Subsequent Option is exercisable until one year after termination of Mr.
Karp's employment with the Company under the Karp Employment Agreement, unless
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Mr. Karp's employment is terminated for Cause (as defined in the Karp Employment
Agreement), in which case the Subsequent 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.
The Subsequent Option is filed as Exhibit B to this Statement.
Item 7. Material to be Filed as Exhibits.
The following are filed herewith as Exhibits to this Statement:
A. Amended and Restated Employment Agreement effective as of September 17,
1997 (incorporated by reference to Item 7A to Amendment No. 3 dated March 8,
2002 to Mr. Karp's Schedule 13D).
B. Stock Option Agreement, dated December 4, 1991, and Stock Option
Agreement, dated March 3, 1992 (incorporated by reference to Item 7B to
Amendment No. 3 dated March 8, 2002 to Mr. Karp's Schedule 13D).
C. Sales Plan dated March 6, 2002 (incorporated by reference to Item 7C to
Amendment No. 3 dated March 8, 2002 to Mr. Karp's Schedule 13D).
D. Amendment to Sales Plan dated as of April 12, 2002 (incorporated by
reference to Item 7D to Amendment No. 5 dated April 12, 2002 to Mr. Karp's
Schedule 13D).
E. Amendment to Sales Plan dated as of June 28, 2002.
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After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: July 1, 2002
/s/ Harvey L. Karp
------------------------------
Harvey L. Karp
Chairman of the Board
of Mueller Industries, Inc.
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INDEX TO EXHIBITS
A. Amended and Restated Employment Agreement effective as of September 17,
1997 (incorporated by reference to Item 7A to Amendment No. 3 dated March
8, 2002 to Mr. Karp's Schedule 13D).
B. Stock Option Agreement, dated December 4, 1991, and Stock Option Agreement,
dated March 3, 1991 (incorporated by reference to Item 7B to Amendment No.
3 dated March 8, 2002 to Mr. Karp's Schedule 13D).
C. Sales Plan dated March 6, 2002 (incorporated by reference to Item 7C to
Amendment No. 3 dated March 8, 2002 to Mr. Karp's Schedule 13D).
D. Amendment to Sales Plan dated as of April 12, 2002 (incorporated by
reference to Exhibit 7D to Amendment No. 5 dated April 12, 2002 to Mr.
Karp's Schedule 13D).
E. Amendment to Sales Plan dated as of June 28, 2002.
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