-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XzREP13J0hkKeEkhfz4y3yd4z/J7uiYGsbnXkjq0zs8/pbFSI+ILHLwbriNKuUN3 SJPy2ysItb7vvSSkr4p26Q== 0000950123-94-001015.txt : 19940607 0000950123-94-001015.hdr.sgml : 19940607 ACCESSION NUMBER: 0000950123-94-001015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MUELLER INDUSTRIES INC CENTRAL INDEX KEY: 0000089439 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 250790410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11821 FILM NUMBER: 94533070 BUSINESS ADDRESS: STREET 1: 2959 NORTH ROCK ROAD CITY: WICHITA STATE: KS ZIP: 67226-1191 BUSINESS PHONE: 3166366300 FORMER COMPANY: FORMER CONFORMED NAME: SHARON STEEL CORP DATE OF NAME CHANGE: 19910103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6300 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMEND. NO. 8 TO SC 13D, MUELLER INDUSTRIES, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Final Amendment MUELLER INDUSTRIES, INC. ---------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value ---------------------------------------------------------------- (Title of Class of Securities) 624756102 ----------------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 65 East 55th Street New York, New York 10022 (212) 872-1000 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 3, 1994 --------------------------------------- (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 disclosure 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). Continued on following page(s) Page 1 of 7 Pages Exhibit Index: Page 6 2 SCHEDULE 13D CUSIP NO. 624756102 PAGE 2 OF 7 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QUANTUM FUND N.V. 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Netherlands Antilles 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 0 14 Type of Reporting Person* IV; CO 3 SCHEDULE 13D CUSIP NO. 624756102 PAGE 3 OF 7 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS, doing business as a sole proprietorship under the name Soros Fund Management 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 0 14 Type of Reporting Person* IA; IN 4 Page 4 This Final Amendment (No. 8) to Schedule 13D relates to the shares (the "Shares") of Common Stock, par value $.01 per share, issued by Mueller Industries, Inc., a Delaware corporation (the "Issuer"), whose principal executive office is located at 2959 North Rock Road, Wichita, Kansas 67226-1191. This Amendment amends the initial statement on Schedule 13D filed on January 7, 1991, as heretofore amended (the "Schedule 13D"), and is being filed by Quantum Fund N.V., a Netherlands Antilles corporation ("Quantum"), and Mr. George Soros, in his capacity as sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management. Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended supplementally as follows: (a) As a result of the sale described in clause (c) below, as of the close of business on June 3, 1994, Quantum does not beneficially own any Shares. (c) On June 3, 1994, Quantum sold 924,875 Shares to the Issuer in a private transaction at a price of $28.00 per Share. Such transaction was authorized by unanimous approval of the Board of Directors of the Issuer and approved by the Chairman and Chief Executive Officer of the Issuer in accordance with the provisions of the Standstill Agreement. (e) As of June 3, 1994, as a result of the sale described in clause (c) above, Quantum ceased to be the beneficial owner of any outstanding Shares. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended supplementally as follows: In connection with the sale of the 924,875 Shares described in Item 5 above, the Standstill Agreement was terminated effective June 3, 1994. A copy of a letter agreement relating to such transaction and terminating the Standstill Agreement is attached hereto as Exhibit A. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (A) Letter Agreement dated June 3, 1994. 5 Page 5 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: June 3, 1994 QUANTUM FUND N.V. By /s/ Sean C. Warren ------------------------------------- Sean C. Warren Attorney-in-Fact GEORGE SOROS By /s/ Sean C. Warren ------------------------------------- Sean C. Warren Attorney-in-Fact 6 Page 6 INDEX OF EXHIBITS EXHIBIT PAGE A Letter Agreement dated June 3, 1994. 7 EX-99.A 2 LETTER AGREEMENT 1 - ------------------------------------ EXECUTIVE OFFICES MUELLER INDUSTRIES, INC. June 3, 1994 Quantum Fund N.V. c/o Mr. Gary Gladstein Soros Fund Management 888 Seventh Avenue, Suite 3300 New York, New York 10106 Dear Sirs: Mueller Industries, Inc. (the "Company") and Quantum Fund N.V. ("Quantum") are parties to a Standstill Agreement, dated July 1, 1993, which, among other things, prohibits Quantum from offering or selling common stock of the Company prior to December 31, 1994, except with the prior written consent of the Company's Chairman of the Board and Chief Executive Officer. Our consent has been requested to permit Quantum to sell 924,875 shares of the Company's common stock to the Company at a price of $28.00 per share (the "Repurchase"). By this letter, Harvey L. Karp hereby confirms that he is Chairman of the Board and William O'Hagan hereby confirms that he is Chief Executive Officer, of the Company and that the Board of Directors of the Company has unanimously approved our consenting to, and we hereby consent to, the Repurchase as contemplated by such Standstill Agreement. In connection with the Repurchase, the Company and Quantum hereby agree that such Standstill Agreement is terminated and of no further effect as of the date of this letter agreement. Sincerely, /s/ Harvey L. Karp /s/ William O'Hagan - ------------------- ----------------------- Harvey L. Karp William O'Hagan Chairman Chief Executive Officer Agreed as of the date set forth above: QUANTUM FUND N.V. By: /s/ Sean C. Warren --------------------- Sean C. Warren Attorney-in-fact MUELLER INDUSTRIES, INC. By: /s/ Harvey L. Karp ------------------------ Harvey L. Karp Chairman E:\MMH\SEC\MUELLER1.13D -----END PRIVACY-ENHANCED MESSAGE-----