0000895345-12-000045.txt : 20120214 0000895345-12-000045.hdr.sgml : 20120214 20120214161722 ACCESSION NUMBER: 0000895345-12-000045 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: APPALOOSA INVESTMENT LIMITED PARTNERSHIP I GROUP MEMBERS: APPALOOSA MANAGEMENT L.P. GROUP MEMBERS: DAVID A. TEPPER GROUP MEMBERS: PALOMINO FUND LTD. GROUP MEMBERS: THOROUGHBRED FUND L.P. GROUP MEMBERS: THOROUGHBRED MASTER LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mueller Water Products, Inc. CENTRAL INDEX KEY: 0001350593 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 203547095 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82047 FILM NUMBER: 12610067 BUSINESS ADDRESS: STREET 1: 1200 ABERNATHY RD STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 770-206-4200 MAIL ADDRESS: STREET 1: 1200 ABERNATHY RD STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Mueller Holding Company, Inc. DATE OF NAME CHANGE: 20060123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPALOOSA PARTNERS INC CENTRAL INDEX KEY: 0001256430 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O APPALOOSA MANAGEMENT L.P. STREET 2: 51 JOHN F. KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9737017000 MAIL ADDRESS: STREET 1: C/O APPALOOSA MANAGEMENT L.P. STREET 2: 51 JOHN F. KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13G/A 1 rs13ga2-mueller_appaloosa.htm rs13ga2-mueller_appaloosa.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Amendment No. 2)
 
Under the Securities Exchange Act of 1934

Mueller Water Products Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
624758108
(CUSIP Number)
 

December 31, 2011
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
 
* 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 in 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).
 
 
 
 
 
 
CUSIP No. 624758108
13G
  
 

1
NAMES OF REPORTING PERSONS
 
Appaloosa Investment Limited Partnership I
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
2,979,238
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
2,979,238
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,979,238
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.91%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
 
CUSIP No. 624758108
13G
  

1
NAMES OF REPORTING PERSONS
 
Palomino Fund Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
4,503,778
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
4,503,778
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,503,778
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.89%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
CUSIP No. 624758108
13G
  

1
NAMES OF REPORTING PERSONS
 
Thoroughbred Fund L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
942,474
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
942,474
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
942,474
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
.61%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
 
CUSIP No. 624758108
13G
  
 
1
NAMES OF REPORTING PERSONS
 
Thoroughbred Master Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
1,016,246
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
1,016,246
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                 1,016,246
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
.65%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
CUSIP No. 624758108
13G
  
 
1
NAMES OF REPORTING PERSONS
 
Appaloosa Management L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
9,441,736
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
9,441,736
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,441,736
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.06%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 

CUSIP No. 624758108
13G
  
 
1
NAMES OF REPORTING PERSONS
 
Appaloosa Partners Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
9,441,736
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
9,441,736
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,441,736
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.06%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
CUSIP No. 624758108
13G
  
 
1
NAMES OF REPORTING PERSONS
 
David A. Tepper
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
                205,014
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
                9,441,736
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
205,014
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
9,441,736
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,646,750
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.19%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 

Item 1.
(a)
Name of Issuer

Mueller Water Products Inc.
 
Item 1.
(b)
Address of Issuer’s Principal Executive Offices
 
1200 Abernathy Road N.E., Suite 1200, Atlanta GA 30328
 
Item 2.
(a)
Name of Person Filing
 
This statement is being filed by and on behalf of Appaloosa Investment Limited Partnership I (“AILP”), Palomino Fund Ltd. (“Palomino”), Thoroughbred Fund L.P. (“TFLP”), Thoroughbred Master Ltd. (“TML”), Appaloosa Management L.P. (“AMLP”), Appaloosa Partners Inc. (“API”) and David A. Tepper (“Mr. Tepper” and, together with AILP, Palomino, TFLP, TML, AMLP and API, the “Reporting Persons”). Mr. Tepper is the sole stockholder and the President of API.  API is the general partner of, and Mr. Tepper owns a majority of the limited partnership interest in, AMLP.  AMLP is the general partner of AILP and TFLP, and acts as investment advisor to Palomino and TML.
 
Item 2.
(b)
Address of Principal Business Office or, if None, Residence

The business address of each of the Reporting Persons is c/o Appaloosa Management L.P., 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078.
 
Item 2.
(c)
Citizenship

AILP is a Delaware limited partnership. Palomino is a British Virgin Islands corporation. TFLP is a Delaware limited partnership. TML is a British Virgin Islands corporation. AMLP is a Delaware limited partnership. API is a Delaware corporation. Mr. Tepper is a citizen of the United States.
 
Item 2.
(d)
Title of Class of Securities
 
Common Stock
 
Item 2.
(e)
CUSIP Number
 
624758108
 
Item 3.                      If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(K);

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).

Item 4.                      Ownership

The percentages set forth in this Item 4 are based on there being 155,801,883 shares of Common Stock outstanding as of November 14, 2011, as disclosed in Mueller Water Products Inc.’s Form 10-K for the period ended September 30, 2011 (filed November  29, 2011).
 
AILP:
        
         
(a)
Amount beneficially owned:  2,979,238
(b)
Percent of class: 1.91%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 2,979,238
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 2,979,238
         
Palomino:
        
         
(a)
Amount beneficially owned: 4,503,778
(b)
Percent of class: 2.89%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 4,503,778
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 4,503,778
         
TFLP:
        
         
(a)
Amount beneficially owned: 942,474
(b)
Percent of class: .61%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 942,474
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 942,474
         
TML:
        
         
(a)
Amount beneficially owned: 1,016,246
(b)
Percent of class: .65%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 1,016,246
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 1,016,246
         
AMLP:
        
         
(a)
Amount beneficially owned: 9,441,736
(b)
Percent of class: 6.06%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 9,441,736
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 9,441,736
         
API:
        
         
(a)
Amount beneficially owned: 9,441,736
(b)
Percent of class: 6.06%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 9,441,736
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 9,441,736
         
Mr. Tepper:
      
         
(a)
Amount beneficially owned: 9,646,750
(b)
Percent of class: 6.19%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 205,014
 
(ii)
Shared power to vote or to direct the vote: 9,441,736
 
(iii)
Sole power to dispose or to direct the disposition: 205,014
 
(iv)
Shared power to dispose or to direct the disposition: 9,441,736

Item 5.                      Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.                      Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.
 
Item 7.                      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not Applicable.
 
Item 8.                      Identification and Classification of Members of the Group

Not Applicable.

Item 9.                      Notice of Dissolution of Group

Not Applicable.

Item 10.                    Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 


 
SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2012



APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
PALOMINO FUND LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
THOROUGHBRED FUND L.P.
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
THOROUGHBRED MASTER LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
APPALOOSA MANAGEMENT L.P.
 
By: APPALOOSA PARTNERS INC., Its General Partner
 
     By:    /s/ David A. Tepper                                 
          Name: David A. Tepper
          Title:   President
 
 
APPALOOSA PARTNERS INC.
 
By:    /s/ David A. Tepper                                 
      Name: David A. Tepper
      Title:   President
 
 
    /s/ David A. Tepper                                        
David A. Tepper
 
 
 
 
 
 
EXHIBIT A
 
---------
 
JOINT FILING AGREEMENT
 
----------------------

The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated:  February 14, 2012



APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
PALOMINO FUND LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
THOROUGHBRED FUND L.P.
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
THOROUGHBRED MASTER LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title:   President
 
 
APPALOOSA MANAGEMENT L.P.
 
By: APPALOOSA PARTNERS INC., Its General Partner
 
     By:    /s/ David A. Tepper                                 
          Name: David A. Tepper
          Title:   President
 
 
APPALOOSA PARTNERS INC.
 
By:    /s/ David A. Tepper                                 
      Name: David A. Tepper
      Title:   President
 
 
    /s/ David A. Tepper                                        
David A. Tepper