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):    March 2, 2006

 

MUELLER WATER PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

333-131521

 

20-3547095

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

4211 W. Boy Scout
Boulevard
Tampa, FL 33607

(Address of Principal Executive Offices)

 

 (813) 871-4811

 (Registrant’s telephone number, including area code)

 

Not applicable.

 (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:

 

o                                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

 

o                                     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 March 2, 2006, Walter Industries, Inc., the parent company of Mueller Water Products, Inc. (the “Company”) and Gregory E. Hyland entered into an Agreement amending the Letter Agreement dated September 9, 2005. Mr. Hyland serves as Chairman, President and Chief Executive Officer of the Company and Walter Industries, Inc. The March 2, 2006 Agreement does not require that Mr. Hyland relocate to Tampa, Florida but requires such relocation to the new headquarters location of the corporate offices of the Company, within 120 days after the establishment of such corporate headquarters. The March 2, 2006 Agreement also allows Mr. Hyland to fulfill his obligation to invest $150,000 in the stock of Walter Industries, Inc. by purchasing the stock of either the Company or Walter Industries, Inc.

 

The March 2, 2006 letter agreement is filed herewith as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Title

 

 

 

10.1

 

Letter Agreement dated as March 2 , 2006 between Walter Industries, Inc. and Gregory E. Hyland

 

2


 

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.

 

Dated:  March 3, 2006

MUELLER WATER PRODUCTS, INC.

 

 

 

 

 

 

 

By:

/s/ Victor P. Patrick

 

 

 

Victor P. Patrick

 

 

Vice President

 

3

Exhibit 10.1

 

March 2, 2006

 

 

Mr. Gregory E. Hyland

8315 Bar Harbor Lane

Charlotte, NC 28210

 

Dear Greg,

 

We are amending your offer letter dated September 9, 2005 as follows:

 

In place of paragraph 2,

 

“You and your spouse do not need to relocate to Tampa, Florida.  Once the location of the new Mueller Water Products, Inc. headquarters is established, you and your spouse will relocate to the new location within 120 days of the corporate office becoming operational.”

 

In place of the first sentence of the final bullet point in paragraph 4(g):

 

“The Company will reimburse you for all out of pocket costs of your relocation to the area where the new Mueller Water Products, Inc. headquarters is established (the “New Headquarters Area”), including moving of household effects, temporary living expenses in Tampa and the New Headquarters Area for up to 120 days after the new corporate office becomes operational, reasonable house hunting expenses for you and your spouse, transportation of your family to the New Headquarters Area, closing costs on the sale of your home in North Carolina, and costs associated with the purchase of another home in the New Headquarters Area, and if you choose, within 60 days of receiving an offer from the Company based upon appraisals, use of the Company’s third party relocation service to sell your home in North Carolina.”

 

In place of paragraph 7,

 

“The Company desires to have you, as chief executive of the Company, make a meaningful investment in the Company.  In this regard, as soon as practicable, but within the next 12 months (until September 9, 2006) you shall invest at least $150,000 in Walter Industries, Inc. or Mueller Water Products, Inc. common stock.  This investment should be made in consultation with the Company’s General Counsel in order to avoid any concerns regarding insider information concerning the Company and its businesses.”

 


 

A new paragraph 15 is added as follows:

 

“15.  You agree that Walter Industries, Inc. may assign this agreement to Mueller Water Products, Inc. or its successor, effective upon the spin off of Mueller Water Products, Inc. from Walter Industries.”

 

If you are in agreement, please sign and return one copy of this letter and retain one for your records.

 

Very truly yours,

 

 

/s/ Donald N. Boyce

 

Donald N. Boyce

For the Board of Directors

 

Agreed and Accepted:

 

 

/s/ Gregory E. Hyland

 

Gregory E. Hyland

Chairman, President & Chief Executive Officer