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): February 6, 2009
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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0001-32892
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20-3547095
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1200 Abernathy Road
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(770) 206-4200
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On February 6, 2009, the Company amended its employment agreements with Messrs. Hyland, Leggett, Hart and Torok to reduce base pay for each such
executive by 20% for the period from February 16, 2009 through May 15, 2009. The form of amendment is attached to this report as Exhibit 99.1.
In addition, the Company has reduced the annual retainer for its non-employee directors by 20% for the period from February 16 through May 15, 2009.
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Item 7.01.
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Regulation FD Disclosure
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The Company intends to
implement temporary plant shutdowns to match production with market demand and to reduce costs. In addition, the Company has announced pay reductions of 20% for members of the Company’s board of directors and most of its executive officers for
the next three months. The Company also announced lesser reductions in base pay and/or reduced work weeks for other salaried employees.
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Item 9.01.
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Financial Statements and Exhibits.
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99.1
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Form of Amendment to Executive Employment Agreement
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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.
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Dated: February 6, 2009
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MUELLER WATER PRODUCTS, INC.
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By:
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/s/ Robert Barker
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Robert Barker
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Executive Vice President and General Counsel
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Exhibit 99.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 6
th
day of February, 2009, by and between
Mueller Water Products, Inc.
, a Delaware corporation (“Company”), and
[Name of Employee
]
(“Employee”).
WITNESSETH:
WHEREAS, Company
and Employee entered into an Executive Employment Agreement effective as of
[Date of Agreement]
( the “Agreement”);
WHEREAS, the Agreement provides for a base salary and bonus while employed;
WHEREAS, Company has requested that Employee accept a
reduced salary for the period from February 16, 2009 to May 15, 2009 in recognition of salary cuts and other cost-saving measures implemented by Company at its operating divisions and plants;
WHEREAS, Employee has consented to that reduction in pay, and wishes to document that consent by this agreement;
NOW, THEREFORE, Employee and Company, in consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.
2. Employee agrees that “Good Reason,” as defined under the Agreement, shall not mean a temporary reduction of 20% in the Employee’s
salary for the period from February 16, 2009 to May 15, 2009.
3. The Parties acknowledge and agree that this Amendment has been
negotiated at arm’s-length between persons knowledgeable in the matters dealt with herein. Accordingly, any rules of law that would require interpretation of any ambiguities against the party who drafted this Amendment do not apply and are
expressly waived.
4. The Parties agree to cooperate fully and execute any and all documents and to take all additional
actions which may be necessary or appropriate to give full force and effect to the terms and intent of this Amendment.
5. The Agreement,
as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or
division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as provided in the Agreement.
6. This Amendment shall be effective as of the date first set forth above.
IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amendment as of the date first above written.
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MUELLER WATER PRODUCTS, INC.
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By:
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[Gregory E. Hyland
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Chairman, President and Chief Executive Officer]
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NAME OF EMPLOYEE
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2