Mueller Water Products Proposes Submission of Plan for Conversion of Class B Shares and Announces Date of 2009 Annual Meeting of
October 30 2008 - 9:02AM
PR Newswire (US)
Conversion of Series B Common Stock to be Submitted to Stockholders
for Approval in January ATLANTA, Oct. 30 /PRNewswire-FirstCall/ --
Mueller Water Products, Inc. (NYSE:MWA.BNYSE:MWA) announced that
its Annual Meeting of Stockholders will be held on January 28, 2009
at 10:00 a.m. in Atlanta, Georgia. The Board of Directors has
established December 3, 2008 as the record date for the Annual
Meeting of Stockholders, and all holders of record as of that date
will be entitled to vote at the meeting. Conversion of Series B
Common Stock to Series A Common Stock The Company's Board of
Directors also authorized the submission to its stockholders of a
proposal to simplify the Company's capital structure by converting
its Series B common stock (NYSE:MWA.B) into its Series A common
stock (NYSE:MWA) pursuant to a provision for that conversion in the
Company's Restated Certificate of Incorporation. Under Section
4.3(f)(vi) of that Certificate of Incorporation, each share of the
Series B common stock will be converted on a one-for-one basis into
a single share of Series A common stock. The matter is being
submitted to the stockholders to simplify the capital structure and
enhance the liquidity of the common stock, among other things. The
conversion will require the approval of the majority of the votes
entitled to be cast by the holders of the Series A common stock and
the Series B common stock, voting together as a single class. The
stockholders will be asked to consider and vote on the conversion
at the Company's Annual Meeting of Stockholders, subject to the
requirements of applicable securities laws and the regulations of
the New York Stock Exchange. The Restated Certificate of
Incorporation provides that every holder of the Company's common
stock shall have one vote per share on the proposed conversion.
Holders of Series B common stock currently have eight votes per
share on all other matters. The current dual class structure was
established in connection with Mueller Water Products' 2006 initial
public offering (IPO) of Class A common stock. At the time of the
IPO, the Company's former sole stockholder, Walter Industries, Inc.
retained ownership of all of the Series B common stock,
representing approximately 96% percent of the voting power and 75%
percent of all outstanding Mueller Water Products stock. A complete
description of the proposal will be included in the proxy statement
for the Annual Meeting. Declaration of Dividend The Company's Board
of Directors also declared a quarterly dividend of 1.75 cents
($0.0175) per share for both Series B and Series A common stock,
payable on November 20, 2008 to stockholders of record at the close
of business on November 10, 2008. About Mueller Water Products
Mueller Water Products is a leading North American manufacturer and
marketer of infrastructure and flow control products for use in
water distribution networks and treatment facilities. Its broad
product portfolio includes engineered valves, hydrants, ductile
iron pipe and pipe fittings, which are utilized by municipalities,
as well as the commercial and residential construction, oil and
gas, HVAC and fire protection industries. With annual net sales of
approximately $1.8 billion, the Company is comprised of three main
operating segments: Mueller Co., U.S. Pipe and Anvil. Based in
Atlanta, Georgia, the Company employs approximately 6,500 people.
Mueller Water Products Series B common stock and Series A common
stock trade on the New York Stock Exchange under the ticker symbols
MWA.B and MWA, respectively. For more information about Mueller
Water Products, please visit the Company's Web site at
http://www.muellerwaterproducts.com/ . Safe Harbor Statement Except
for historical information contained herein, the statements in this
presentation are forward-looking and made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward- looking statements involve known and unknown
risks and uncertainties that may cause the actual results of
Mueller Water Products, Inc. in future periods to differ materially
from forecasted results. Those risks include, among others, changes
in customer orders and demand for our products; changes in raw
material prices, labor, equipment and transportation costs; pricing
actions by the Company and its competitors; changes in law; the
ability to attract and retain management and employees; the
inability to successfully execute management strategies with
respect to cost containment, production increases or decreases,
inventory control, the integration of acquired businesses, and the
commencement of operations at our new manufacturing plant; and
general changes in economic and financial conditions, residential
construction or municipal spending. Risks associated with
forward-looking statements are more fully described in our filings
with the Securities and Exchange Commission. Mueller Water Products
assumes no duty to update its forward-looking statements as of any
future date. DATASOURCE: Mueller Water Products, Inc. CONTACT:
Investor Contact: Martie Edmunds Zakas, Sr. Vice President -
Strategic Planning & Investor Relations, +1-770-206-4237, , or
Media Contact: John Pensec, Director - Corporate Communications and
Public Affairs, +1-770-206-4240, Web site:
http://www.muellerwaterproducts.com/
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