MUELLER WATER PRODUCTS, INC.
As filed with the Securities and
Exchange Commission on June 9, 2009
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
MUELLER WATER PRODUCTS,
INC.
and Other Registrants
(see Table of Additional
Registrants below)
(Exact Name of Registrant as
Specified in its Charter)
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Delaware
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20-3547095
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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1200 Abernathy Road,
Suite 1200
Atlanta GA 30328
(770) 206-4200
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
Corporate Secretary
Mueller Water Products,
Inc.
1200 Abernathy Road, NE,
Suite 1200
Atlanta GA 30328
(770) 206-4200
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For
Service)
With a copy to:
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Robert Barker
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Walter A. Looney
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General Counsel
Mueller Water Products, Inc.
1200 Abernathy Road, NE, Suite 1200
Atlanta, GA 30328
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Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017-3854
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Approximate Date of Commencement of Proposed Sale to the
Public: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. o
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Title of Each Class of
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Aggregate Offering
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Amount of
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Securities to be Registered
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Price(1)(2)
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Registration Fee
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Debt Securities(3)
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Subsidiary Guarantees of Debt Securities(4)
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Preferred Stock(3)
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Series A Common Stock, par value $0.01 per share(3)
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Warrants
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Depositary Shares
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Units
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Total
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$300,000,000(3)
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$16,740(5)
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(1)
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Not applicable pursuant to
Form S-3 General Instruction II.D. An indeterminate
aggregate initial offering price or number of the securities of
each identified class is being registered as may from time to
time be issued at indeterminate prices, with an aggregate
initial offering price not to exceed $300,000,000. Separate
consideration may or may not be received for securities that are
issuable on exercise, conversion or exchange of other securities
or that are issued in units or represented by depositary shares.
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(2)
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There are being registered
hereunder such indeterminate number of shares of common stock
and preferred stock, such indeterminate principal amount of debt
securities and guarantees of debt securities, such indeterminate
number of warrants to purchase common stock, preferred stock
and/or debt securities, and such indeterminate number of units
as may be sold by the registrants from time to time, which
together shall have an aggregate initial offering price not to
exceed $300,000,000. If any debt securities are issued at an
original issue discount, then the offering price of such debt
securities shall be in such greater principal amount at maturity
as shall result in an aggregate offering price not to exceed
$300,000,000, less the aggregate dollar amount of all securities
previously issued hereunder. Any securities registered hereunder
may be sold separately or as units with the other securities
registered hereunder. The proposed maximum offering price per
unit will be determined, from time to time, by the registrants
in connection with the issuance by the registrants of the
securities registered hereunder.
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(3)
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Subject to footnote(2), there are
also being registered hereunder an indeterminate principal
amount or number of shares of debt securities, guarantees of
debt securities, preferred stock or common stock that may be
issued upon conversion of, or in exchange for, debt securities,
guarantees of debt securities or preferred stock registered
hereunder or upon exercise of warrants registered hereunder, as
the case may be.
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(4)
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In accordance with
Rule 457(n), no separate fee is payable with respect to the
subsidiary guarantees.
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(5)
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Estimated solely for the purpose of
calculating the registration fee for a primary offering pursuant
to Rule 457(o) under the Securities Act of 1933. Pursuant
to Rule 457(o) under the Securities Act of 1933 and General
Instruction II.D. of Form S-3, which permits the
registration fee to be calculated on the basis of the maximum
offering price of all the securities listed for the primary
offering, the table does not specify by each class information
as to the amount to be registered or proposed maximum offering
price per unit.
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The Registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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Address, Including Zip Code
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State or Other
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and Telephone Number,
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Exact Name of Registrant
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Jurisdiction of
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I.R.S. Employer
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Including Area Code, of
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Guarantor as Specified in
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Incorporation or
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Identification
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Registrant Guarantors
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Its Charter
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Organization
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Number
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Principal Executive Offices
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Anvil 1, LLC
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Delaware
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84-1707368
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Anvil 2, LLC
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Delaware
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84-1707373
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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AnvilStar, LLC
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Delaware
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56-2426474
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Anvil International, LP
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Delaware
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01-0868924
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Fast Fabricators, LLC
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Delaware
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30-0392216
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Henry Pratt Company, LLC
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Delaware
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36-3658415
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Henry Pratt International, LLC
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Delaware
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56-2317691
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Hersey Meters Co., LLC
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Delaware
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37-1388051
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Hunt Industries, LLC
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Delaware
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62-0934314
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Hydro Gate, LLC
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Delaware
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84-1611440
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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James Jones Company, LLC
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Delaware
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95-0885425
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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J.B. Smith Mfg. Co., LLC
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Delaware
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74-2536921
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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MCO 1, LLC
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Alabama
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65-1276547
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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MCO 2, LLC
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Alabama
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65-1276553
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Milliken Valve, LLC
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Delaware
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75-3099611
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller Co. Ltd.
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Alabama
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11-3782593
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Address, Including Zip Code
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State or Other
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and Telephone Number,
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Exact Name of Registrant
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Jurisdiction of
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I.R.S. Employer
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Including Area Code, of
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Guarantor as Specified in
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Incorporation or
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Identification
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Registrant Guarantors
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Its Charter
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Organization
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Number
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Principal Executive Offices
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Mueller Financial Services, LLC
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Delaware
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05-0627612
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller Group, LLC
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Delaware
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37-1387813
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller Group Co-Issuer, Inc.
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Delaware
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20-3904177
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller International, Inc.
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Delaware
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52-2345494
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller International, L.L.C.
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Delaware
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52-2345494
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller International Finance, Inc.
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Delaware
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52-2357209
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller International Finance, L.L.C.
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Delaware
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52-2357209
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller Service California, Inc.
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Delaware
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26-1955676
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller Service Co., LLC
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Delaware
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52-1523726
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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Mueller Technologies, LLC
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Delaware
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26-3921102
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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United States Pipe and Foundry Company, LLC
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Alabama
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13-3429804
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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U.S. Pipe Valve & Hydrant, LLC
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Delaware
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26-4104389
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1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200
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The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities, and it is not soliciting an offer to buy these
securities, in any state where the offer or sale is not
permitted.
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PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 9,
2009
$300,000,000
Mueller
Water Products, Inc.
Series A
Common Stock
Preferred Stock
Debt Securities
Warrants
Depositary Shares
Units
From time to time, we may offer up to $300,000,000 of any
combination of the securities described in this prospectus,
either individually or in units. We may also offer common stock
or preferred stock upon conversion of debt securities, common
stock upon conversion of preferred stock, or common stock,
preferred stock or debt securities upon the exercise of
warrants. Such securities may be offered and sold by us in one
or more offerings with a total aggregate principal amount or
initial purchase price not to exceed $300,000,000.
This prospectus provides a general description of these
securities. We will provide specific information and the terms
of the securities being offered in supplements to this
prospectus. The supplements may also add, update or change
information in this prospectus. Please read this prospectus and
any prospectus supplements together with any documents
incorporated by reference carefully before investing. This
prospectus may not be used to sell securities unless accompanied
by a prospectus supplement.
Our Series A common stock is traded on the New York Stock
Exchange under the symbol MWA. On June 5, 2009,
the last reported sale price for our Series A common stock
on the New York Stock Exchange was $4.00 per share.
Our principal executive offices are located at 1200 Abernathy
Road, NE, Suite 1200, Atlanta, Georgia 30328, and our
telephone number is
(770) 206-4200.
We may offer these securities directly to investors, through
underwriters, dealers or agents, on a continuous or delayed
basis. See Plan of Distribution. Each prospectus
supplement will provide the terms of the plan of distribution
relating to each series of securities.
Investing in our securities involves risks that you should
consider and that are described in our most recent Annual Report
on
Form 10-K,
and any subsequent Quarterly Reports on
Form 10-Q,
which are incorporated by reference into this prospectus or any
applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2009.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the
SEC) using a shelf registration, or
continuous offering, process. Under this shelf registration
process, we may, from time to time, offer shares of our common
stock, preferred stock, either separately or represented by
depositary shares, or warrants to purchase any of such
securities, either individually or in units, or various series
of debt securities, in one or more offerings, up to a total
initial issuance amount of $300,000,000.
This prospectus provides you with a general description of the
securities we may offer. The specific terms of any securities to
be offered will be described in a prospectus supplement. Any
prospectus supplement and any related free writing prospectus
that we may authorize to be provided to you may also add, update
or change information contained in this prospectus. Any
statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by us in a
prospectus supplement. The registration statement we filed with
the SEC includes exhibits that provide more detail on
descriptions of the matters discussed in this prospectus. You
should read this prospectus and the related exhibits filed with
the SEC and any prospectus supplement, together with additional
information described under the heading Where You Can Find
More Information.
Unless the context otherwise requires, references in this
prospectus and the accompanying prospectus supplement to
we, us and our refer to
Mueller Water Products, Inc. and its subsidiaries.
TABLE OF
CONTENTS
You should rely only on the information incorporated by
reference or provided in this prospectus, any prospectus
supplement, the registration statement and any other free
writing prospectus authorized by us to be provided to you. We
have not authorized anyone else to provide you with different
information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not
making an offer to sell these securities in any state where the
offer or sale is not permitted. You should assume that the
information in this prospectus and any prospectus supplement, or
incorporated by reference, is accurate only as of the dates of
those documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
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MUELLER
WATER PRODUCTS
We are a leading North American manufacturer and marketer of a
broad range of water infrastructure, flow control and piping
component system products for use in water distribution networks
and treatment facilities. We also act as a distributor,
especially in Canada, for our products and products that are
manufactured by other companies. Our broad product portfolio
includes engineered valves, fire hydrants, pipe fittings, water
meters and ductile iron pipe, which are used by municipalities,
as well as the non-residential and residential construction,
heating, ventilation and air conditioning, fire protection and
oil & gas industries. We manage our businesses and
report operations through three business segments, based largely
on the products they sell and the customers they serve: Mueller
Co., U.S. Pipe and Anvil.
Mueller
Co.
Sales of Mueller Co. products are driven principally by spending
on water and wastewater infrastructure upgrade, repair and
replacement and new water and wastewater infrastructure, which
is typically associated with new residential construction.
U.S.
Pipe
U.S. Pipe products are sold primarily to waterworks
distributors, contractors, municipalities, utilities and other
governmental agencies. A substantial percentage of ductile iron
pipe orders result from contracts that are bid by contractors or
directly issued by municipalities or utilities.
Anvil
Anvil sells products it manufactures and products it sources
from outside parties to a wide variety of end users primarily in
the non-residential construction industry through a network of
distributors. These distributors are serviced primarily through
distribution centers located in the United States and Canada.
Anvil also sells directly to contractors in Canada.
THE
SECURITIES WE MAY OFFER
We may offer shares of our common stock, preferred stock, either
separately or represented by depositary shares, or warrants to
purchase any of such securities, either individually or in
units, or various series of debt securities, with a total value
of up to $300,000,000 from time to time under this prospectus at
prices and on terms to be determined by market conditions at the
time of any offering. This prospectus provides you with a
general description of the securities we may offer. Each time we
offer a type or series of securities under this prospectus, we
will provide a prospectus supplement that will describe the
specific amounts, prices and other important terms of the
securities, including, to the extent applicable:
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Designation or classification;
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Aggregate principal amount or aggregate offering price;
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Maturity, if applicable;
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Original issue discount, if any;
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Rates and times of payment of interest or dividends, if any;
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Redemption, conversion, exercise, exchange or sinking fund
terms, if any;
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Ranking;
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Restrictive covenants, if any;
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Voting or other rights, if any;
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Conversion prices, if any; and
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Important U.S. federal income tax considerations.
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The prospectus supplement and any related free writing
prospectus that we may authorize to be provided to you may also
add, update or change information contained in this prospectus
or in documents we have incorporated by reference. However, no
prospectus supplement or free writing prospectus will offer a
security that is not registered and described in this prospectus
at the time of the effectiveness of the registration statement
of which this prospectus is a part.
RISK
FACTORS
An investment in our securities involves a high degree of risk.
Prior to making a decision about investing in our securities,
you should carefully consider the specific risk factors
discussed in the sections entitled Risk Factors
contained in any applicable prospectus supplement and our
filings with the SEC and incorporated by reference in this
prospectus, together with all of the other information contained
in this prospectus, or any applicable prospectus supplement. If
any of the risks or uncertainties described in our SEC filings
or any prospectus supplement or any additional risks and
uncertainties actually occur, our business, financial condition
and results of operations could be materially and adversely
affected. In that case, the trading price of our securities
could decline and you might lose all or part of the value of
your investment.
INCORPORATION
BY REFERENCE
The following documents filed with the SEC by Mueller Water
Products, Inc. (the Company) pursuant to the
Securities Act of 1933, as amended (the Securities
Act) and the Securities Exchange Act of 1934, as amended
(the Exchange Act), are hereby incorporated by
reference in this registration statement:
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Our Annual Report on
Form 10-K
for the fiscal year ended September 30, 2008 and Quarterly
Reports on
Form 10-Q
for the fiscal quarters ended December 31, 2008 and
March 31, 2009;
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Our Current Reports on
Form 8-K
filed on October 6, 2008, October 31, 2008,
January 29, 2009, February 6, 2009 and May 13,
2009; and
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The description of our Series A common stock contained in
our Registration Statement on
Form S-1/A
filed on May 19, 2006.
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All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this registration statement and prior to the filing
of a post-effective amendment to the registration statement of
which this prospectus forms a part indicating that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference into this prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
Copies of the above documents (other than exhibits to such
documents) may be obtained upon request without charge upon
writing to Mueller Water Products, Inc., Attn: Corporate
Secretary, 1200 Abernathy Road, NE, Suite 1200, Atlanta,
Georgia 30328.
WHERE YOU
CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and
current reports, proxy statements and other information with the
Securities and Exchange Commission, or SEC. In addition, we have
filed with the SEC a Registration Statement on
Form S-3,
of which this prospectus is a part, under the Securities Act
with respect to the securities offered hereby. This prospectus
does not contain all of the information set forth in the
registration statement or the exhibits which are a part of the
registration statement. You may read and copy the registration
statement and any document we file with the SEC at the public
reference room maintained by the
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SEC at 100 F Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the public
reference room by calling the SEC at
1-800-SEC-0330.
Our filings with the SEC are also available to the public
through the SECs Internet site at
http://www.sec.gov
and through the New York Stock Exchange, 20 Broad Street,
New York, New York 10005, on which our common stock is listed.
SPECIAL
NOTE ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus, the documents
incorporated by reference into this prospectus and in any
prospectus supplement may be deemed forward-looking
statements within the meaning of Section 21E of the
Exchange Act, and Section 27A of the Securities Act. All
statements, other than statements of historical fact, that
address activities, events or developments that we intend,
expect, project, believe or anticipate will or may occur in the
future are forward-looking statements. Such statements are based
upon certain assumptions and assessments made by us in light of
our experience and our perception of historical trends, current
conditions and expected future developments. Actual results and
the timing of events may differ significantly from those
projected in such forward-looking statements due to a number of
factors, including those set forth in the sections entitled
Risk Factors in our most recent Annual Report on
Form 10-K
and any subsequent Quarterly Report on
Form 10-Q,
which are incorporated by reference into this prospectus.
USE OF
PROCEEDS
Unless otherwise specified in the applicable prospectus
supplement, we intend to use the net proceeds from the sale of
the securities in the prospectus and any prospectus supplement
for general corporate purposes, which could include:
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Repayment of indebtedness;
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Working capital;
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Capital expenditures; and
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Acquisitions.
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We will describe the specific use of proceeds from the sale of
the securities in the prospectus supplement.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of our
earnings to our fixed charges for the periods indicated:
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Six Months
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Ended
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Year Ended
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March 31,
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September 30,
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December 31,
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2009
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2008(a)
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2007(a)
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2006(a)
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2005
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2004
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Ratio of earnings to fixed charges(b)
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N/A
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(c)
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1.9
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1.9
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1.1
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N/A
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(c)
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N/A
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(c)
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(a) |
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Data for the years ended September 30, 2008, 2007 and 2006
include results from a predecessor company, which we acquired on
October 3, 2005. |
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(b) |
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For these ratios, earnings represents income (loss)
before income taxes plus fixed charges. Fixed
charges is the sum of interest expense, capitalized
interest, amortization of debt discount or premium, amortization
of capitalized expenses related to debt and an estimate of the
interest component of rent expense. |
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(c) |
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Due to losses during the six months ended March 31, 2009
and the years ended September 30, 2005 and
December 31, 2004, the ratio of earnings to fixed charges
for those periods was less than 1.0. The deficiency of earnings
to total fixed charges was $1,037.7 million,
$0.5 million and $18.4 million for each such period,
respectively. |
5
DESCRIPTION
OF CAPITAL STOCK
This section describes the general terms and provisions of the
shares of our common stock, par value $0.01 per share and
preferred stock, par value $0.01 per share. The summary is not
complete and is qualified in its entirety by reference to the
description of our common stock incorporated by reference in
this prospectus. We have also filed our certificate of
incorporation and our bylaws as exhibits to the registration
statement, of which this prospectus is a part. You should read
our certificate of incorporation and our bylaws for additional
information before you buy any of our capital stock. See
Where You Can Find More Information.
Common
Stock
As of May 31, 2009, our authorized common stock was
600,000,000 shares, of which approximately
116,500,000 shares of Series A common stock were
outstanding. The holders of Series A common stock are
entitled to one vote per share on all matters submitted to a
vote of our stockholders. Subject to preferences that may be
applicable to any preferred stock outstanding at the time, the
holders of outstanding shares of Series A common stock are
entitled to receive ratably any dividends out of assets legally
available as our board of directors may from time to time
determine. Upon liquidation, dissolution or winding up of our
Company, holders of our Series A common stock are entitled
to share ratably in all assets remaining after payment of
liabilities and the liquidation preference of any then
outstanding shares of preferred stock. Holders of Series A
common stock have no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund
provisions applicable to the Series A common stock. All
outstanding shares of Series A common stock are fully paid
and nonassessable. Any shares of common stock will be issued in
book entry form only. Our Series A common stock is listed
on The New York Stock Exchange under the symbol MWA.
Preferred
Stock
As of May 31, 2009, our authorized preferred stock was
60,000,000 shares, of which none were issued and
outstanding.
We may issue preferred stock with such designations, powers,
preferences and other rights and qualifications, limitations or
restrictions as our board of directors may authorize, without
further action by our stockholders, including but not limited to:
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The distinctive designation of each series and the number of
shares that will constitute such series;
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The voting rights, if any, of shares of the series and the terms
and conditions of such voting rights;
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The dividend rate on the shares of the series, the dates on
which dividends are payable, any restriction, limitation or
condition upon payment of dividends, whether dividends will be
cumulative and the dates from and after which dividends shall
accumulate;
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The prices at which, and the terms and conditions on which, the
shares of the series may be redeemed, if such shares are
redeemable;
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The terms and conditions of a sinking or purchase fund for the
purchase or redemption of shares of the series, if such a fund
is provided;
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Any preferential amount payable upon shares of the series in the
event of the liquidation, dissolution or winding up of, or upon
the distribution of any of our assets; and
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The prices or rates of conversion or exchange at which, and the
terms and conditions on which, the shares of such series may be
converted or exchanged into other securities, if such shares are
convertible or exchangeable.
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The particular terms of any series of preferred stock will be
described in a prospectus supplement. Any material
U.S. federal income tax consequences and other special
considerations with respect to any preferred stock offered under
this prospectus will also be described in the applicable
prospectus supplement. Any shares of preferred stock will be
issued in book entry form only.
6
Anti-Takeover
Provisions of Delaware Law and Charter Provisions
We are subject to Section 203 of the Delaware General
Corporation Law, which prohibits a publicly-held Delaware
corporation from engaging in a business combination,
except under certain circumstances, with an interested
stockholder for a period of three years following the date
such person became an interested stockholder unless:
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Before such person became an interested stockholder, the board
of directors of the corporation approved either the business
combination or the transaction that resulted in the interested
stockholder becoming an interested stockholder;
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Upon the consummation of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction
commenced, excluding shares held by directors who also are
officers of the corporation and shares held by employee stock
plans; or
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At or following the time such person became an interested
stockholder, the business combination is approved by the board
of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of
662/3%
of the outstanding voting stock of the corporation which is not
owned by the interested stockholder.
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The term interested stockholder generally is defined
as a person who, together with affiliates and associates, owns,
or, within the three years prior to the determination of
interested stockholder status, owned, 15% or more of a
corporations outstanding voting stock. The term
business combination includes mergers, asset or
stock sales and other similar transactions resulting in a
financial benefit to an interested stockholder. Section 203
makes it more difficult for an interested
stockholder to effect various business combinations with a
corporation for a three-year period. The existence of this
provision would be expected to have an anti-takeover effect with
respect to transactions not approved in advance by our board of
directors, including discouraging attempts that might result in
a premium over the market price for the shares of common stock
held by stockholders.
The ability of the board of directors to issue shares of
preferred stock and to set the voting rights, preferences and
other terms thereof, without further stockholder action, may be
deemed to have anti-takeover effect and may discourage takeover
attempts not first approved by the board of directors, including
takeovers which stockholders may deem to be in their best
interests. If takeover attempts are discouraged, temporary
fluctuations in the market price of our common stock, which may
result from actual or rumored takeover attempts, may be
inhibited. These provisions, together with the ability of our
board of directors to issue preferred stock without further
stockholder action, including adoption of a stockholders rights
plan using preferred stock rights, could also delay or frustrate
the removal of incumbent directors or the assumption of control
by stockholders, even if the removal or assumption would be
beneficial to our stockholders. These provisions could also
discourage or inhibit a merger, tender offer or proxy contests,
even if favorable to the interests of stockholders, and could
depress the market price of our common stock. In addition, our
bylaws may be amended by action of the board of directors.
Certain provisions under consideration for amendment are notice
requirements and other procedures with respect to special
meetings called by stockholders, stockholder action by written
consent and director nominations by stockholders.
Limitation
of Liability and Indemnification
Delaware law permits, and our certificate of incorporation
contains, provisions eliminating a directors personal
liability for monetary damages resulting from a breach of
fiduciary duty, except in certain circumstances involving
wrongful acts, such as (i) for any breach of the
directors duty of loyalty to the company or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) liability under Section 174 of the
Delaware General Corporation Law for improper dividends,
repurchases or redemptions of stock or (iv) for any
transaction from which the director derives an improper personal
benefit. These provisions do not limit or eliminate our rights
or any stockholders rights to seek non-monetary relief,
such as an injunction or rescission, in the event of a
7
breach of directors fiduciary duty. These provisions will
not alter a directors liability under federal securities
law. We have put in place agreements with our directors
containing provisions indemnifying our directors to the fullest
extent permitted by Delaware General Corporation Law. We believe
that these provisions will assist us in attracting and retaining
qualified individuals to serve as our directors.
Transfer
Agent
The transfer agent and registrar for our common stock is BNY
Mellon Shareowner Services.
DESCRIPTION
OF DEBT SECURITIES
The following is a summary of the general terms of the debt
securities. We will file a prospectus supplement that may
contain additional terms when we issue debt securities. The
terms presented here, together with the terms in a related
prospectus supplement, will be a description of the material
terms of the debt securities. You should also read the indenture
under which the debt securities are to be issued. We have filed
a form of indenture governing debt securities with the SEC as an
exhibit to the registration statement of which this prospectus
is a part. All capitalized terms have the meanings specified in
the indenture.
We may issue, from time to time, debt securities, in one or more
series, that will consist of either our senior debt, our senior
subordinated debt or our subordinated debt. We refer to the
subordinated debt securities and the senior subordinated debt
securities together as the subordinated securities. The debt
securities we offer will be issued under an indenture between us
and The Bank of New York Mellon Trust Company, N.A., as trustee.
Debt securities, whether senior, senior subordinated or
subordinated, may be issued as convertible debt securities or
exchangeable debt securities. The following is a summary of the
material provisions of the indenture filed as an exhibit to the
registration statement of which this prospectus is a part. For
each series of debt securities, the applicable prospectus
supplement for the series may change and supplement the summary
below.
General
Terms of the Indenture
The indenture does not limit the amount of debt securities that
we may issue. It provides that we may issue debt securities up
to the principal amount that we may authorize and may be in any
currency or currency unit that we may designate. Except for the
limitations on consolidation, merger and sale of all or
substantially all of our assets contained in the indenture, the
terms of the indenture do not contain any covenants or other
provisions designed to give holders of any debt securities
protection against changes in our operations, financial
condition or transactions involving us.
We may issue the debt securities issued under the indenture as
discount securities, which means they may be sold at
a discount below their stated principal amount. These debt
securities, as well as other debt securities that are not issued
at a discount, may be issued with original issue
discount, or OID, for U.S. federal income tax
purposes because of interest payment and other characteristics.
Material U.S. federal income tax considerations applicable
to debt securities issued with OID will be described in more
detail in any applicable prospectus supplement.
The applicable prospectus supplement for a series of debt
securities that we issue will describe, among other things, the
following terms of the offered debt securities:
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The title of the series of debt securities;
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The price or prices (expressed as a percentage of the principal
amount) at which we will sell the debt securities;
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Any limit on the aggregate principal amount of the series of
debt securities;
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Whether the debt securities rank as senior debt, senior
subordinated debt or subordinated debt or any combination
thereof, and the terms of any subordination;
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Whether securities issued by us will be entitled to the benefits
of any guarantees and the form and terms of any guarantee;
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The terms and conditions, if any, upon which the series of debt
securities shall be converted into or exchanged for other
securities;
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Whether securities issued by us will be secured or unsecured,
and if secured, what the collateral will consist of;
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The maturity date(s);
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The rate or rates (which may be fixed or variable) per annum or
the method used to determine the rate or rates (including any
currency exchange rate, commodity, commodity index, stock
exchange index or financial index) at which the debt securities
will bear interest, the date or dates from which interest will
accrue or the method for determining dates from which interest
will accrue, the date or dates on which interest will commence
and be payable and any regular record date for the interest
payable on any interest payment date;
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The manner in which the amounts of payment of principal of or
interest, if any, on the series of debt securities will be
determined (if such amounts may be determined by reference to an
index based on a currency or currencies or by reference to a
currency exchange rate, commodity, commodity index, stock
exchange index or financial index);
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The place or places where principal of, premium, if any, and
interest, if any, on the debt securities will be payable and the
method of such payment, if by wire transfer, mail or other means;
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Provisions related to redemption or early repayment of the debt
securities of our option;
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Our obligation, if any, to redeem or purchase any series of debt
securities pursuant to any sinking fund or analogous provisions
or at the option of a holder thereof and the period or periods
within which, the price or prices at which and the terms and
conditions upon which such debt securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;
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The authorized denominations;
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The form of the debt securities and whether the debt securities
will be issued in bearer or fully registered form (and if in
fully registered form, whether the debt securities will be
issuable, in whole or in part, as global debt securities);
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Any depositaries, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to the debt
securities;
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Any changes in the trustee for such debt securities;
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The portion of principal amount of the debt securities payable
upon declaration of acceleration of the maturity date, if other
than the principal amount;
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Any changes in or additions to the covenants applicable to the
particular debt securities being issued;
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Additions to or changes in the Events of Default with respect to
the securities and any change in the right of the trustee or the
holders to declare the principal, premium, if any, and interest,
if any, with respect to such securities to be due and payable;
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The currency of denomination of the debt securities;
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The designation of the currency, currencies or currency units in
which the purchase price for, the principal of and any premium
and any interest on, such securities will be payable;
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If payments of principal of, premium, if any, or interest, if
any, on the debt securities will be made in one or more
currencies or currency units other than that or those in which
the debt securities are denominated, the manner in which the
exchange rate with respect to these payments will be determined;
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The securities exchange(s) on which the debt securities will be
listed, if any;
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Whether any underwriter(s) will act as market maker(s) for the
debt securities;
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The extent to which a secondary market for the debt securities
is expected to develop;
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Additions to or changes in the provisions relating to covenant
defeasance and legal defeasance;
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Additions to or changes in the provisions relating to
satisfaction and discharge of the indenture;
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Additions to or changes in the provisions relating to the
modification of the indenture both with and without the consent
of holders of debt securities issued under the
indenture; and
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Any other terms of the debt securities, which may modify,
supplement or delete any provision of the indenture as it
applies to that series.
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The applicable prospectus supplement will present material
U.S. federal income tax considerations for holders of any
debt securities, if any, and the securities exchange or
quotation system on which any debt securities are to be listed
or quoted, if any.
We expect most debt securities to be issued in fully registered
form without coupons and in denominations of $2,000 and any
integral multiples in excess thereof.
Guarantees
Certain of our material domestic wholly owned subsidiaries named
as registrants in the registration statement of which this
prospectus is a part, or any combination of them, may, jointly
and severally, guarantee any or all of the series of debt
securities. Guarantees may be full or limited, senior or
subordinated, secured or unsecured, or any combination thereof.
In all cases, however, the obligations of each guarantor under
its guarantee will be limited as necessary to prevent the
guarantee from being rendered voidable under fraudulent
conveyance, fraudulent transfer or similar laws affecting the
rights of creditors generally. The guarantees will not place a
limitation on the amount of additional indebtedness that may be
incurred by the guarantors.
Conversion
or Exchange Rights
Debt securities may be convertible into or exchangeable for
other securities, including, for example, shares of our equity
securities. The terms and conditions of conversion or exchange
will be stated in the applicable prospectus supplement. The
terms will include, among others, the following:
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The conversion or exchange price;
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The conversion or exchange period;
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Provisions regarding the ability of us or the holder to convert
or exchange the debt securities;
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Events requiring adjustment to the conversion or exchange
price; and
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Provisions affecting conversion or exchange in the event of our
redemption of the debt securities.
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Consolidation,
Merger or Sale
We cannot consolidate or merge with or into, or transfer all or
substantially all of our assets to, any person, and we cannot
permit any other person to consolidate with or merge into us,
unless (1) we will be the continuing corporation or
(2) the successor person to which our assets are
transferred is a person organized under the laws of the United
States, any state of the United States or the District of
Columbia and it expressly assumes our obligations under the debt
securities and the indenture. In addition, we cannot complete
such a transaction unless immediately after completing the
transaction, no Event of Default (as defined below) under the
indenture, and no event which, after notice or lapse of time or
both, would become an Event of Default under the indenture,
shall have occurred and be continuing. When the person to whom
our assets are transferred has assumed our obligations under the
debt securities and the indenture, we shall be discharged from
all our obligations under the debt securities and the indenture
except in limited circumstances.
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This covenant would not apply to any recapitalization
transaction, a change of control of us or a highly leveraged
transaction, unless the transaction or change of control were
structured to include a merger or consolidation or transfer or
lease of all or substantially all of our assets.
Events of
Default
The term Event of Default, when used in the
indenture with respect to any series of debt securities, unless
otherwise indicated, means any of the following:
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Failure to pay interest for 30 days after the date payment
is due and payable;
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Failure to pay principal or premium, if any, on any debt
security when due, either at maturity, upon any redemption, by
declaration or otherwise;
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Failure to make sinking fund payments, if any, when due in
respect of that series;
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Failure to perform other covenants (other than a covenant that
has been included in the indenture solely for the benefit of a
series of debt securities other than that series) for
60 days after notice that performance was required;
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Certain events in bankruptcy, insolvency or reorganization
relating to us; or
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Any other Event of Default provided in the applicable
officers certificate, resolution of our board of directors
or the supplemental indenture under which we issue a series of
debt securities.
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An Event of Default for a particular series of debt securities
does not necessarily constitute an Event of Default for any
other series of debt securities issued under the indenture.
If an Event of Default with respect to any series of debt
securities occurs and is continuing, then either the trustee for
such series or the holders of a majority in aggregate principal
amount of the outstanding debt securities of such series, by
notice in writing, may declare the principal amount (or, if the
debt securities are discount securities, that portion of the
principal amount as may be specified in the terms of that
series) of and interest on all of the debt securities of such
series to be due and payable immediately. We refer you to the
prospectus supplement relating to any series of debt securities
that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of
such discount securities upon the occurrence of an Event of
Default.
The holders of not less than a majority in aggregate principal
amount of the debt securities of each affected series may, after
satisfying certain conditions, rescind and annul any of the
above-described declarations and consequences involving such
series.
If an Event of Default relating to certain events in our
bankruptcy, insolvency or reorganization occurs and is
continuing, then the principal amount (or, if the debt
securities are discount securities, that portion of the
principal amount as may be specified in the terms of that
series) of all of the debt securities outstanding, and any
accrued interest, will automatically become due and payable
immediately, without any declaration or other act by the trustee
or any holder.
The indenture imposes limitations on suits brought by holders of
debt securities against us. Except for actions for payment of
overdue principal or interest, no holder of debt securities of
any series may institute any action against us under the
indenture unless:
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The holder has previously given to the trustee written notice of
default and continuance of such default;
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The holders of not less than a majority in principal amount of
the outstanding debt securities of that series have requested
that the trustee institute the action;
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The requesting holders have offered the trustee reasonable
indemnity for expenses and liabilities that may be incurred by
bringing the action;
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The trustee has not instituted the action within 60 days of
the request; and
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The trustee has not received inconsistent direction by the
holders of a majority in principal amount of that series of debt
securities.
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We will be required to file annually with the trustee a
certificate, signed by one of our officers, stating whether or
not the officer knows of any default by us in the performance,
observance or fulfillment of any condition or covenant of the
indenture. In addition, we will be required to notify the
trustee in writing upon the occurrence of any such default.
Transfer
and Exchange
Unless otherwise stated in the applicable prospectus supplement,
each debt security will be represented by either one or more
global securities registered in the name of The Depository
Trust Company, as depositary, or a nominee (we will refer
to any debt security represented by a global debt security as a
book-entry debt security), or a certificate issued
in definitive registered form (we will refer to any debt
security represented by a certificated security as a
certificated debt security) as set forth in the
applicable prospectus supplement. Except as set forth under the
subheading Global Debt Securities and
Book-Entry System below, book-entry debt securities will
not be issuable in certificated form.
Certificated Debt Securities. You may transfer
or exchange certificated debt securities at any office we
maintain for this purpose in accordance with the terms of the
indenture. No service charge will be made for any transfer or
exchange of certificated debt securities, but we may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with a transfer or
exchange.
You may effect the transfer of certificated debt securities and
the right to receive the principal of, premium, if any, and
interest, if any, on certificated debt securities only by
surrendering the certificate representing those certificated
debt securities and either reissuance by us or the trustee of
the certificate to the new holder or the issuance by us or the
trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry
System. Each global debt security representing
book-entry debt securities will be deposited with, or on behalf
of, the depositary, and registered in the name of the depositary
or a nominee of the depositary.
We anticipate that the depositary will follow the following
procedures with respect to book-entry debt securities.
Ownership of beneficial interests in book-entry debt securities
will be limited to persons that have accounts with the
depositary for the related global debt security, which we refer
to as participants, or persons that may hold interests through
participants. Upon the issuance of a global debt security, the
depositary will credit, on its book-entry registration and
transfer system, the participants accounts with the
respective principal amounts of the book-entry debt securities
represented by such global debt security beneficially owned by
such participants. The accounts to be credited will be
designated by any dealers, underwriters or agents participating
in the distribution of the book-entry debt securities. Ownership
of book-entry debt securities will be shown on, and the transfer
of such ownership interests will be effected only through,
records maintained by the depositary for the related global debt
security (with respect to interests of participants) and on the
records of participants (with respect to interests of persons
holding through participants). The laws of some states may
require that certain purchasers of securities take physical
delivery of such securities in definitive form. These laws may
impair the ability to own, transfer or pledge beneficial
interests in book-entry debt securities.
So long as the depositary for a global debt security, or its
nominee, is the registered owner of that global debt security,
the depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the book-entry debt
securities represented by such global debt security for all
purposes under the indenture. Except as described below,
beneficial owners of book-entry debt securities will not be
entitled to have securities registered in their names, will not
receive or be entitled to receive physical delivery of a
certificate in definitive form representing securities and will
not be considered the owners or holders of those securities
under the indenture. Accordingly, each person beneficially
owning book-entry debt securities must rely on the procedures of
the depositary for the related global debt security and, if such
person is not a participant, on the
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procedures of the participant through which such person owns its
interest, to exercise any rights of a holder under the indenture.
We understand, however, that under existing industry practice,
the depositary will authorize the persons on whose behalf it
holds a global debt security to exercise certain rights of
holders of debt securities, and the indenture provides that we,
the trustee and our respective agents will treat as the holder
of a debt security the persons specified in a written statement
of the depositary with respect to that global debt security for
purposes of obtaining any consents or directions required to be
given by holders of the debt securities pursuant to the
indenture.
We will make payments of principal of, premium, if any, and
interest, if any, on book-entry debt securities to the
depositary or its nominee, as the case may be, as the registered
holder of the related global debt security. We, the trustee and
any other agent of ours or agent of the trustee will not have
any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests in a global debt security or for maintaining,
supervising or reviewing any records relating to beneficial
ownership interests.
We expect that the depositary, upon receipt of any payment of
principal of, premium, if any, or interest, if any, on a global
debt security, will immediately credit participants
accounts with payments in amounts proportionate to the
respective amounts of book-entry debt securities held by each
participant as shown on the records of such depositary. We also
expect that payments by participants to owners of beneficial
interests in book-entry debt securities held through those
participants will be governed by standing customer instructions
and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered
in street name, and will be the responsibility of
those participants.
We will issue certificated debt securities in exchange for each
global debt security if the depositary is at any time unwilling
or unable to continue as depositary or ceases to be a clearing
agency registered under the Exchange Act, and a successor
depositary registered as a clearing agency under the Exchange
Act is not appointed by us within 90 days. In addition, we
may at any time and in our sole discretion determine not to have
the book-entry debt securities of any series represented by one
or more global debt securities and, in that event, will issue
certificated debt securities in exchange for the global debt
securities of that series. Global debt securities will also be
exchangeable by the holders for certificated debt securities if
an Event of Default with respect to the book-entry debt
securities represented by those global debt securities has
occurred and is continuing. Any certificated debt securities
issued in exchange for a global debt security will be registered
in such name or names as the depositary shall instruct the
trustee. We expect that such instructions will be based upon
directions received by the depositary from participants with
respect to ownership of book-entry debt securities relating to
such global debt security.
We have obtained the foregoing information concerning the
depositary and the depositarys book-entry system from
sources we believe to be reliable, but we take no responsibility
for the accuracy of this information.
Discharge,
Defeasance and Covenant Defeasance
Legal Defeasance. The indenture provides that,
unless otherwise provided by the terms of the applicable series
of debt securities, we may be discharged from any and all
obligations in respect of the debt securities of any series
(except for certain obligations to register the transfer or
exchange of debt securities of such series, to replace stolen,
lost or mutilated debt securities of such series, and to
maintain paying agencies and certain provisions relating to the
treatment of funds held by paying agents). We will be so
discharged upon the deposit with the trustee, in trust, of money
and/or
U.S. government obligations or, in the case of debt
securities denominated in a single currency other than
U.S. dollars, foreign government obligations, that, through
the payment of interest and principal in accordance with their
terms, will provide money in an amount sufficient in the opinion
of a nationally recognized firm of independent public
accountants to pay and discharge each installment of principal,
premium, if any, and interest, if any, on and any mandatory
sinking fund payments in respect of the debt securities of that
series on the stated maturity of those payments in accordance
with the terms of the indenture and those debt securities.
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This discharge may occur only if, among other things, we have
delivered to the trustee an opinion of counsel stating that we
have received from, or there has been published by, the United
States Internal Revenue Service a ruling or, since the date of
execution of the indenture, there has been a change in the
applicable United States federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm
that, the holders of the debt securities of that series will not
recognize income, gain or loss for United States federal
income tax purposes as a result of the deposit, defeasance and
discharge and will be subject to United States federal income
tax on the same amounts and in the same manner and at the same
times as would have been the case if the deposit, defeasance and
discharge had not occurred.
Defeasance of Certain Covenants. The indenture
provides that, unless otherwise provided by the terms of the
applicable series of debt securities, upon compliance with
certain conditions:
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We may omit to comply with the covenant described under the
heading Consolidation, Merger or Sale and certain
other covenants set forth in the indenture, as well as any
additional covenants which may be set forth in the applicable
prospectus supplement; and
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Any omission to comply with those covenants will not constitute
a default or an Event of Default with respect to the debt
securities of that series, or covenant defeasance.
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The conditions include:
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Depositing with the trustee money
and/or
U.S. government obligations or, in the case of debt
securities denominated in a single currency other than
U.S. dollars, foreign government obligations, that, through
the payment of interest and principal in accordance with their
terms, will provide money in an amount sufficient in the opinion
of a nationally recognized firm of independent public
accountants to pay and discharge each installment of principal
of, premium, if any, and interest, if any, on and any mandatory
sinking fund payments in respect of the debt securities of that
series on the stated maturity of those payments in accordance
with the terms of the indenture and those debt
securities; and
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Delivering to the trustee an opinion of counsel to the effect
that the holders of the debt securities of that series will not
recognize income, gain or loss for United States federal income
tax purposes as a result of the deposit and related covenant
defeasance and will be subject to United States federal income
tax on the same amounts and in the same manner and at the same
times as would have been the case if the deposit and related
covenant defeasance had not occurred.
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Covenant Defeasance and Events of Default. In
the event we exercise our option to effect covenant defeasance
with respect to any series of debt securities and the debt
securities of that series are declared due and payable because
of the occurrence of any Event of Default, the amount of money
and/or
U.S. government obligations or foreign government
obligations on deposit with the trustee will be sufficient to
pay amounts due on the debt securities of that series at the
time of their stated maturity but may not be sufficient to pay
amounts due on the debt securities of that series at the time of
the acceleration resulting from the Event of Default. However,
we shall remain liable for those payments.
Modification
of the Indenture
The indenture provides that we and the trustee may enter into
supplemental indentures without the consent of the holders of
debt securities to:
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Secure any debt securities and provide the terms and conditions
for the release or substitution of the security;
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Evidence the assumption by a successor person of our obligations;
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Add covenants for the protection of the holders of debt
securities;
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Add any additional Events of Default;
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Cure any ambiguity or correct any inconsistency or defect in the
indenture;
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Add to, change or eliminate any of the provisions of the
indenture in a manner that will become effective only when there
is no outstanding debt security which is entitled to the benefit
of the provision as to which the modification would apply;
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Establish the forms or terms of debt securities of any series;
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Eliminate any conflict between the terms of the indenture and
the Trust Indenture Act of 1939;
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Evidence and provide for the acceptance of appointment by a
successor trustee and add to or change any of the provisions of
the indenture as is necessary for the administration of the
trusts by more than one trustee; and
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Make any other provisions with respect to matters or questions
arising under the indenture that will not be inconsistent with
any provision of the indenture as long as the new provisions do
not materially adversely affect the interests of the holders of
any outstanding debt securities of any series created prior to
the modification.
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The indenture also provides that we and the trustee may, with
the consent of the holders of not less than a majority in
aggregate principal amount of debt securities of each series
then outstanding and affected add any provisions to, or change
in any manner, eliminate or modify in any way the provisions of,
the indenture or modify in any manner the rights of the holders
of the debt securities. We and the trustee may not, however,
without the consent of the holder of each outstanding debt
security affected thereby:
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Reduce the amount of debt securities whose holders must consent
to an amendment, supplement or waiver;
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Reduce the rate of or extend the time for payment of interest
(including default interest) on any debt security;
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Reduce the principal of or premium, if any, on or change the
fixed maturity of any debt security or reduce the amount of, or
postpone the date fixed for, the payment of any sinking fund or
analogous obligation with respect to any series of debt
securities;
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Reduce the principal amount of discount securities payable upon
acceleration of maturity;
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Waive a default in the payment of the principal of, premium, if
any, or interest, if any, on any debt security (except a
rescission of acceleration of the debt securities of any series
by the holders of at least a majority in aggregate principal
amount of the then outstanding debt securities of that series
and a waiver of the payment default that resulted from such
acceleration);
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Make the principal of or premium, if any, or interest, if any,
on any debt security payable in currency other than that stated
in the debt security;
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Make any change to certain provisions of the indenture relating
to, among other things, the right of holders of debt securities
to receive payment of the principal of, premium, if any, and
interest, if any, on those debt securities and to institute suit
for the enforcement of any such payment and to waivers or
amendments; or
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Waive a redemption payment with respect to any debt security or
change any of the provisions with respect to the redemption of
any debt securities.
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Except for certain specified provisions, the holders of at least
a majority in principal amount of the outstanding debt
securities of any series may on behalf of the holders of all
debt securities of that series waive our compliance with
provisions of the indenture. The holders of a majority in
principal amount of the outstanding debt securities of any
series may on behalf of the holders of all the debt securities
of such series waive any past default under the indenture with
respect to that series and its consequences, except a default in
the payment of the principal of, premium, if any, or any
interest, if any, on any debt security of that series or in
respect of a covenant or provision which cannot be modified or
amended without the consent of the holder of each outstanding
debt security of the series affected; provided, however, that
the holders of a majority in
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principal amount of the outstanding debt securities of any
series may rescind an acceleration and its consequences,
including any related payment default that resulted from the
acceleration.
No
Individual Liability of Incorporators, Stockholders, Officers or
Directors
The indenture provides that no incorporator and no past, present
or future stockholder, officer or director of ours or any
successor corporation in their capacity as such shall have any
individual liability for any of our obligations, covenants or
agreements under the debt securities or the indenture.
Governing
Law
The indenture and the debt securities will be governed by, and
construed in accordance with, the laws of the State of New York.
DESCRIPTION
OF WARRANTS
We may issue warrants for the purchase of common stock,
preferred stock
and/or debt
securities in one or more series. We may issue warrants
independently or together with common stock, preferred stock
and/or debt
securities, and the warrants may be attached to or separate from
these securities. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe
the particular terms of any series of warrants in more detail in
the applicable prospectus supplement. The terms of any warrants
offered under a prospectus supplement may differ from the terms
described below.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant
agreement, including a form of warrant certificate, that
describes the terms of the particular series of warrants we are
offering before the issuance of the related series of warrants.
The following summaries of material provisions of the warrants
and the warrant agreements are subject to, and qualified in
their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to the
particular series of warrants that we may offer under this
prospectus. We urge you to read the applicable prospectus
supplements related to the particular series of warrants that we
may offer under this prospectus and the complete warrant
agreements and warrant certificates that contain the terms of
the warrants.
We will describe in the applicable prospectus supplement the
terms of the series of warrants being offered, including:
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The offering price and aggregate number of warrants offered;
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The currency for which the warrants may be purchased;
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If applicable, the designation and terms of the securities with
which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such
security;
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If applicable, the date on and after which the warrants and the
related securities will be separately transferable;
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In the case of warrants to purchase debt securities, the
principal amount of debt securities purchasable upon exercise of
one warrant and the price at, and currency in which, this
principal amount of debt securities may be purchased upon such
exercise;
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In the case of warrants to purchase common stock or preferred
stock, the number of shares of common stock or preferred stock,
as the case may be, purchasable upon the exercise of one warrant
and the price at which these shares may be purchased upon such
exercise;
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The effect of any merger, consolidation, sale or other
disposition of our business on the warrant agreements and the
warrants;
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The terms of our rights to redeem or sell the warrants;
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Any provisions for changes to or adjustments in the exercise
price or number of securities issuable upon exercise of the
warrants;
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The dates on which the right to exercise the warrants will
commence and expire;
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The manner in which the warrant agreements and warrants may be
modified;
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A discussion of any material U.S. federal income tax
consequences of holding or exercising the warrants;
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The terms of the securities issuable upon exercise of the
warrants; and
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Any other specific terms, preferences, rights or limitations of
or restrictions on the warrants.
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Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the
exercise price that we describe in the applicable prospectus
supplement. Holders of the warrants may exercise the warrants at
any time up to the specified time on the expiration date that we
set forth in the applicable prospectus supplement. After such
time on the expiration date, unexercised warrants will become
void.
Holders of the warrants may exercise the warrants by delivering
the warrant certificate representing the warrants to be
exercised together with specified information, and paying the
required amount to the warrant agent in immediately available
funds, as provided in the applicable prospectus supplement. We
will set forth on the reverse side of the warrant certificate
and in the applicable prospectus supplement the information that
the holder of the warrant will be required to deliver to the
warrant agent.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust
office of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the
securities purchasable upon such exercise. If fewer than all of
the warrants represented by the warrant certificate are
exercised, then we will issue a new warrant certificate for the
remaining amount of warrants. If we so indicate in the
applicable prospectus supplement, holders of the warrants may
surrender securities as all or part of the exercise price for
warrants.
Unless we provide otherwise in the applicable prospectus
supplement, the warrants and warrant agreements will be governed
by and construed in accordance with the laws of the State of New
York.
DESCRIPTION
OF DEPOSITARY SHARES
The following is a general description of the depositary shares
that we may offer from time to time. The particular terms of the
depositary shares being offered and the extent to which such
general provisions may apply will be set forth in the applicable
prospectus supplement.
General
We may issue receipts for depositary shares, each of which will
represent a fractional interest of a share of a particular
series of a class of our preferred stock. We will deposit the
shares of preferred stock of any series represented by
depositary shares with a depositary under a deposit agreement.
We will identify the depositary in a prospectus supplement.
Subject to the terms of the deposit agreement, the holders of
depositary shares will be entitled, in proportion to the
fraction of the share of preferred stock represented by such
holders depositary share, to all of the rights and
preferences to which such holder would be entitled if the holder
owned the share of preferred stock represented by the depositary
share directly (including dividend, voting, redemption,
subscription and liquidation rights).
The depositary shares will be represented by depositary receipts
issued pursuant to the applicable deposit agreement. Immediately
following the issuance and delivery of our preferred stock to
the depositary, we will cause the depositary to issue, on our
behalf, the depositary receipts. Upon request, we will provide
the holder with copies of the applicable form of deposit
agreement. The depositary shares will be issued in book entry
form only.
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Dividends
and Other Provisions
If the holder is a record holder (as defined below)
of depositary receipts and we pay a cash dividend or other cash
distribution with respect to the preferred stock represented by
the depositary share, the depositary will distribute all cash
dividends or other cash distributions it receives in respect of
the preferred stock represented by the depositary receipts in
proportion to the numbers of depositary shares owned by such
holder on the record date for that dividend or distribution.
If we make a distribution in a form other than cash, the
depositary will distribute the property it receives to the
record holders of depositary receipts in an equitable manner,
unless the depositary determines that it is not feasible to do
so. If the depositary decides it cannot feasibly distribute the
property, it may sell the property and distribute the net
proceeds from the sale to the record holders. The amount the
depositary distributes in any of the foregoing cases may be
reduced by any amounts that we or the depositary is required to
withhold on account of taxes.
A record holder is a person who holds depositary
receipts on the record date for any dividend, distribution or
other action. The record date for depositary shares will be the
same as the record date for the preferred stock represented by
those depositary receipts.
Withdrawal
of Preferred Stock
If a holder surrenders depositary receipts, the depositary will
be required to deliver certificates to such holder evidencing
the number of shares of preferred stock represented by those
receipts (but only in whole shares). If a holder delivers
depositary receipts representing a number of depositary shares
that is greater than the number of whole shares to be withdrawn,
the depositary will deliver to such holder at the same time a
new depositary receipt evidencing the fractional shares.
Redemption
of Depositary Shares
If we redeem a series of shares of preferred stock represented
by depositary receipts, the depositary will redeem depositary
shares from the proceeds it receives after redemption of the
preferred stock. The redemption price per depositary share will
be equal to the applicable fraction of the redemption price per
share payable with respect to that series of shares of preferred
stock. If fewer than all the depositary shares are to be
redeemed, the depositary will select shares to be redeemed by
lot, pro rata or by any other equitable method it may determine.
After the date fixed for redemption, the depositary shares
called for redemption will no longer be outstanding. All rights
of the holders of those depositary shares will cease, except the
right to receive the redemption price that the holders of the
depositary shares were entitled to receive upon redemption.
Payments will be made when holders surrender their depositary
receipts to the depositary.
Voting
the Preferred Stock
When the depositary receives notice of any meeting at which the
holders of preferred stock are entitled to vote, the depositary
will mail information contained in the notice to each record
holder of the depositary shares relating to the preferred stock.
Each record holder of the depositary shares on the record date
(which will be the same date as the record date for the
preferred stock) will be entitled to instruct the depositary as
to how such holder would like his or her votes to be exercised.
The depositary will endeavor, insofar as practicable, to vote
the number of shares of preferred stock represented by the
depositary shares in accordance with each holders
instructions. We will agree to take all reasonable action that
the depositary may deem necessary to enable the depositary to do
this. If a holder does not send specific instructions, the
depositary will not vote the preferred stock represented by such
depositary shares.
Liquidation
Preference
In the event of our liquidation, dissolution or winding up,
whether voluntary or involuntary, each holder will be entitled,
as a record holder of depositary shares, to the fraction of the
liquidation preference accorded each applicable share of
preferred stock, as has been set forth in a prospectus
supplement.
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Amendment
and Termination of the Deposit Agreement
We and the depositary may amend the form of depositary receipt
and any provision of the deposit agreement at any time. However,
any amendment which materially and adversely alters the rights
of the holders of depositary shares will not be effective unless
the holders of at least a majority of the depositary shares then
outstanding approve the amendment. The deposit agreement will
only terminate if:
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We redeem all outstanding depositary shares; or
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We make a final distribution in respect of the related preferred
stock to which the depositary shares and agreement relate,
including in connection with any liquidation, dissolution or
winding up and the distribution has been distributed to the
holders of depositary shares.
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Resignation
and Removal of Depositary
The depositary may resign at any time by delivering notice to us
of its election to do so. Additionally, we may remove the
depositary at any time. Any resignation or removal will take
effect when we appoint a successor depositary and the successor
accepts the appointment. We must appoint a successor depositary
within 60 days after delivery of the notice of resignation
or removal. A successor depositary must be a bank or trust
company having its principal office in the U.S. and having
a combined capital and surplus of at least $50 million.
Charges
of Depositary
We will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary
arrangements. We will pay charges of the depositary in
connection with the initial deposit of the preferred stock and
issuance of depositary receipts, all withdrawals of preferred
stock by owners of the depositary shares and any redemption of
the preferred stock. Each holder will pay other transfer and
other taxes, governmental charges and other charges expressly
provided for in the deposit agreement.
Miscellaneous
The depositary will forward to each holder all reports and
communications from us that we are required, or otherwise
determine, to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable under the deposit
agreement to the holders other than for the depositarys
gross negligence, willful misconduct or bad faith. Neither we
nor the depositary will be obligated to prosecute or defend any
legal proceeding in respect of any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We
and the depositary may rely upon written advice of counsel or
accountants, or upon information provided by persons presenting
preferred stock for deposit, holders of depositary receipts or
other persons believed to be competent and on documents believed
to be genuine.
DESCRIPTION
OF UNITS
We may issue, in one more series, units consisting of common
stock, preferred stock, debt securities
and/or
warrants for the purchase of common stock, preferred stock
and/or debt
securities in any combination in such amounts and in such
numerous distinct series as we determine. While the terms we
have summarized below will apply generally to any units that we
may offer under this prospectus, we will describe the particular
terms of any series of units in more detail in the applicable
prospectus supplement. The terms of any units offered under a
prospectus supplement may differ from the terms described below.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of unit agreement
that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the
related series of units. The following summaries of material
terms and provisions of the units are subject to, and qualified
in their entirety by reference to, all the provisions of the
unit agreement and any supplemental agreements applicable to a
particular series of units. We urge you to read the applicable
prospectus supplements related to the particular
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series of units that we may offer under this prospectus, as well
as any related free writing prospectuses and the complete unit
agreement and any supplemental agreements that contain the terms
of the units.
Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the
holder of a unit will have the rights and obligations of a
holder of each included security. The unit agreement under which
a unit is issued may provide that the securities included in the
unit may not be held or transferred separately, at any time or
at any time before a specified date.
We will describe in the applicable prospectus supplement the
terms of the series of units being offered, including:
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The designation and terms of the units and of the securities
comprising the units, including whether and under what
circumstances those securities may be held or transferred
separately;
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Any provisions of the governing unit agreement that differ from
those described below; and
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Any provisions for the issuance, payment, settlement, transfer
or exchange of the units or of the securities comprising the
units.
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The provisions described in this section, as well as those
described under Description of Capital Stock,
Description of Debt Securities and Description
of Warrants will apply to each unit and to any common
stock, preferred stock, debt security or warrant included in
each unit, respectively.
Each unit agent will act solely as our agent under the
applicable unit agreement and will not assume any obligation or
relationship of agency or trust with any holder of any unit. A
single bank or trust company may act as unit agent for more than
one series of units. A unit agent will have no duty or
responsibility in case of any default by us under the applicable
unit agreement or unit, including any duty or responsibility to
initiate any proceedings at law or otherwise, or to make any
demand upon us. Any holder of a unit may, without the consent of
the related unit agent or the holder of any other unit, enforce
by appropriate legal action its rights as holder under any
security included in the unit.
We, and any unit agent and any of their agents, may treat the
registered holder of any unit certificate as an absolute owner
of the units evidenced by that certificate for any purpose and
as the person entitled to exercise the rights attaching to the
units so requested, despite any notice to the contrary.
PLAN OF
DISTRIBUTION
We may sell the securities offered by this prospectus in any one
or more of the following ways from time to time:
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Directly to investors, including through a specific bidding,
auction or other process;
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To investors through agents;
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Directly to agents;
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To or through brokers or dealers;
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To the public through underwriting syndicates led by one or more
managing underwriters;
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To one or more underwriters acting alone for resale to investors
or to the public; or
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Through a combination of any such methods of sale.
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We may also in sell the securities offered by this prospectus in
at the market offerings within the meaning of
Rule 415(a)(4) of the Securities Act, to or through a
market maker or into an existing trading market, on an exchange
or otherwise.
The accompanying prospectus supplement will set forth the terms
of the offering and the method of distribution and will identify
any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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The name or names of any underwriters, dealers or agents;
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The purchase price of the securities and the proceeds to us from
the sale;
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Any over-allotment options under which the underwriters may
purchase additional securities from us;
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Any underwriting discounts and other items constituting
compensation to underwriters, dealers or agents;
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Any public offering price;
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Any discounts or concessions allowed or reallowed or paid to
dealers; or
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Any securities exchange or market on which the securities
offered in the prospectus supplement may be listed.
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Only those underwriters identified in such prospectus supplement
are deemed to be underwriters in connection with the securities
offered in the prospectus supplement. Any underwritten offering
may be on a best efforts or a firm commitment basis.
The distribution of the securities may be effected from time to
time in one or more transactions at a fixed price or prices,
which may be changed, at varying prices determined at the time
of sale, or at prices determined as the applicable prospectus
supplement specifies. The securities may be sold through a
rights offering, forward contracts or similar arrangements. In
any distribution of subscription rights to stockholders, if all
of the underlying securities are not subscribed for, we may then
sell the unsubscribed securities directly to third parties or
may engage the services of one or more underwriters, dealers or
agents, including standby underwriters, to sell the unsubscribed
securities to third parties.
In connection with the sale of the securities, underwriters,
dealers or agents may be deemed to have received compensation
from us in the form of underwriting discounts or commissions and
also may receive commissions from securities purchasers for whom
they may act as agent. Underwriters may sell the securities to
or through dealers, and the dealers may receive compensation in
the form of discounts, concessions or commissions from the
underwriters or commissions from the purchasers for whom they
may act as agent.
We will provide in the applicable prospectus supplement
information regarding any underwriting discounts or other
compensation that we pay to underwriters or agents in connection
with the securities offering, and any discounts, concessions or
commissions which underwriters allow to dealers. Underwriters,
dealers and agents participating in the securities distribution
may be deemed to be underwriters, and any discounts and
commissions they receive and any profit they realize on the
resale of the securities may be deemed to be underwriting
discounts and commissions under the Securities Act. Underwriters
and their controlling persons, dealers and agents may be
entitled, under agreements entered into with us, to
indemnification against and contribution toward specific civil
liabilities, including liabilities under the Securities Act.
Unless otherwise specified in the related prospectus supplement,
each series of securities will be a new issue with no
established trading market, other than shares of Series A
common stock of Mueller Water Products, Inc., which are listed
on the NYSE. Any common stock sold pursuant to a prospectus
supplement will be listed on the NYSE, subject to official
notice of issuance. We may elect to list any series of debt
securities or preferred stock on an exchange, but we are not
obligated to do so. It is possible that one or more underwriters
may make a market in the securities, but such underwriters will
not be obligated to do so and may discontinue any market making
at any time without notice. No assurance can be given as to the
liquidity of, or the trading market for, any offered securities.
In connection with an offering, the underwriters may purchase
and sell securities in the open market. These transactions may
include short sales, stabilizing transactions and purchases to
cover positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of securities than
they are required to purchase in an offering. Stabilizing
transactions consist of bids or purchases made for the purpose
of preventing or retarding a decline in the market price of the
securities while an offering is in progress. The underwriters
also may impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the
underwriting discount received by it because the underwriters
have repurchased securities sold by or for the account of that
underwriter in stabilizing or short-covering transactions. These
activities by the underwriters may stabilize, maintain or
otherwise affect the market price of the securities. As a
result, the price of the securities may be higher than the price
that otherwise might exist in the open market.
21
If these activities are commenced, they may be discontinued by
the underwriters at any time. Underwriters may engage in
over-allotment. If any underwriters create a short position in
the securities in an offering in which they sell more securities
than are set forth on the cover page of the applicable
prospectus supplement, the underwriters may reduce that short
position by purchasing the securities in the open market.
Underwriters, dealers or agents that participate in the offer of
securities, or their affiliates or associates, may have engaged
or engage in transactions with and perform services for, us or
our affiliates in the ordinary course of business for which they
may have received or receive customary fees and reimbursement of
expenses.
LEGAL
MATTERS
The validity of any securities offered by this prospectus will
be passed upon for us by Simpson, Thacher & Bartlett
LLP, New York, New York. If legal matters in connection with
offerings made pursuant to this prospectus are passed upon by
counsel to underwriters, dealers or agents, if any, such counsel
will be named in the prospectus supplement related to such
offering.
EXPERTS
The consolidated financial statements of Mueller Water Products,
Inc. and subsidiaries at September 30, 2008, and for the
year then ended, incorporated by reference in this registration
statement and the effectiveness of Mueller Water Products,
Inc.s internal control over financial reporting at
September 30, 2008 have been audited by Ernst &
Young LLP, an independent registered public accounting firm, as
set forth in their reports thereon and incorporated herein by
reference. Such consolidated financial statements have been
incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and
auditing.
The financial statements as of September 30, 2007 and for
each of the two years in the period ended September 30,
2007 incorporated in this registration statement by reference to
the Annual Report on
Form 10-K
for the year ended September 30, 2008 have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
22
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following is a statement of estimated expenses in connection
with the issuance and distribution of the securities being
registered, other than underwriting discounts and commission.
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Registration fee
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$
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16,740
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Transfer agent, depositary and trustees fees*
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20,000
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Printing fees*
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25,000
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Legal fees and expenses*
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100,000
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Accounting fees and expenses*
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25,000
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Miscellaneous*
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13,260
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Total
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$
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200,000
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Item 15.
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Indemnification
of Directors and Officers.
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Mueller Water Products, Inc. (the Company) is a
Delaware corporation. Section 102(b)(7) of the Delaware
General Corporation Law permits a corporation to provide in its
certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability for any of the following:
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any breach of the directors duty of loyalty to the
corporation or its stockholders;
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acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
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payments of unlawful dividends or unlawful stock repurchases or
redemptions under Section 174 of the Delaware General
Corporation Law; or
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any transaction from which the director derived an improper
personal benefit.
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Any repeal or modification of such provisions shall not
adversely affect any right or protection of a director for or
with respect to any acts or omissions of such director occurring
prior to such amendment or repeal. Our restated certificate of
incorporation provides that no director shall be personally
liable to us or any of our stockholders for monetary damages for
breach of fiduciary duty as a director to the fullest extent
permitted by Delaware law, except for any liability imposed by
Section 102(b)(7) as discussed above.
Under Section 145 of the Delaware General Corporation Law,
a corporation may indemnify any individual made a party or
threatened to be made a party to any type of proceeding, other
than an action by or in the right of the corporation, because he
or she is or was an officer, director, employee or agent of the
corporation or was serving at the request of the corporation as
an officer, director, employee or agent of another corporation
or entity against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with
such proceeding: (1) if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation; or (2) in
the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful. A
corporation may indemnify any individual made a party or
threatened to be made a party to any threatened, pending or
completed action or suit brought by or in the right of the
corporation because he or she was an officer, director, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation or other entity, against expenses actually
and reasonably incurred in connection with such action or suit
if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best
interests of the corporation, provided that such indemnification
will be denied if the individual is found liable to the
corporation unless, in such a case, the
II-1
court determines the person is nonetheless entitled to
indemnification for such expenses. A corporation must indemnify
a present or former director or officer who successfully defends
himself or herself in a proceeding to which he or she was a
party because he or she was a director or officer of the
corporation against expenses actually and reasonably incurred by
him or her. Expenses incurred by an officer or director, or any
employees or agents as deemed appropriate by the board of
directors, in defending civil or criminal proceedings may be
paid by the corporation in advance of the final disposition of
such proceedings upon receipt of an undertaking by or on behalf
of such director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation. The Delaware
law regarding indemnification and expense advancement is not
exclusive of any other rights which may be granted by our
restated certificate of incorporation or restated bylaws, a vote
of stockholders or disinterested directors, agreement or
otherwise.
The restated bylaws of the Company provide that we must
indemnify our former and present directors and officers, and to
advance them certain expenses in defending any relevant action,
suit or proceeding, to the fullest extent permitted by the laws
of Delaware, subject to the limitations as described above. Our
bylaws also provide in greater detail our obligations and
certain procedures regarding such indemnification and the
advancement of expenses. The provision of indemnification and
the advancement of expenses to persons under our bylaws does not
limit or restrict in any way our power to indemnify or advance
expenses to them in any other way permitted by law. Without
limitation to the foregoing sentence, our bylaws also authorize
us to maintain insurance on behalf of any of our former or
present directors and officers against any liability asserted
against them or incurred by them in their capacity or status as
directors or officers of the Company.
As authorized by the Delaware General Corporation Law, the
directors of the Company have approved a form of Indemnity
Agreement which the Company may enter with its directors. A
person with whom the Company has entered into such an Indemnity
Agreement (an Indemnitee) shall be indemnified
against liabilities and expenses related to such persons
capacity as an officer or director or to capacities served with
other entities at the request of the Company, except for claims
excepted from the limited liability provisions described above.
An Indemnitee is also entitled to the benefits of any
directors and officers liability insurance policy
maintained by the Company. The Company has entered into an
Indemnity Agreement with each of its directors.
Reference is made to the information contained in the
Exhibit Index filed as part of this registration statement,
which information is incorporated herein by reference pursuant
to Rule 411 of the Securities and Exchange
Commissions Rules and Regulations under the Securities Act
of 1933, as amended (the Securities Act).
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(A) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(B) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee
table in the effective registration statement; and
II-2
(C) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(A) and (a)(1)(B) do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the Exchange
Act) that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered
hereby which remain unsold at the termination of the
offering; and
(4) that, for the purpose of determining liability under
the Securities Act to any purchaser:
(A) Each prospectus filed by a registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for
the purpose of providing the information required by
Section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at the date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which the prospectus relates, and the offering of
such securities at the time shall be deemed to be the initial
bona fide offering thereof. Provided, however,
that no statement made in a registration statement or
prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) that, for the purposes of determining any liability of
a registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of an undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(A) any preliminary prospectus or prospectus of an
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(B) any free writing prospectus relating to the offering
prepared by or on behalf of an undersigned registrant or used or
referred to by an undersigned registrant;
II-3
(C) the portion of any other free writing prospectus
relating to the offering containing material information about
an undersigned registrant or its securities provided by or on
behalf of an undersigned registrant; and
(D) any other communication that is an offer in the
offering made by an undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions referenced in Item 15 of this Registration
Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act of 1939 in accordance with the
rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act of 1939.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Water Products, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER WATER PRODUCTS, INC.
Evan L. Hart
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on the dates indicated.
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Signature
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Title
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Chairman of the Board of Directors,
President and Chief Executive Officer
(principal executive officer)
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June 8, 2009
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and Chief Financial Officer (principal
financial officer)
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June 8, 2009
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller
(principal accounting officer)
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June 8, 2009
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*
Donald
N. Boyce
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Director
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June 8, 2009
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*
Howard
L. Clark Jr.
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Director
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June 8, 2009
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*
Jerry
W. Kolb
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Director
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June 8, 2009
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*
Joseph
B. Leonard
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Director
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June 8, 2009
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*
Mark
J. OBrien
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Director
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June 8, 2009
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*
Bernard
G. Rethore
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Director
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June 8, 2009
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*
Neil
A. Springer
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Director
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June 8, 2009
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II-5
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Signature
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Title
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*
Lydia
W. Thomas
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Director
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June 8, 2009
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*
Michael
T. Tokarz
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Director
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June 8, 2009
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Evan L. Hart
Attorney in Fact
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Anvil 1, LLC certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
ANVIL 1, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Anvil 1, LLC or, if indicated,
Mueller Group, LLC, Sole Member of MCO 1, LLC, General Partner
of Mueller Co. Ltd., Sole Member of Anvil 1, LLC on June 8,
2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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Chief Executive Officer of Anvil 1, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and
Chief Financial Officer of Anvil 1, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of Anvil 1, LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Anvil 2, LLC certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
ANVIL 2, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Anvil 2, LLC or, if indicated,
Mueller Group, LLC, Sole Member of MCO 1, LLC, General Partner
of Mueller Co. Ltd., Sole Member of Anvil 2, LLC on June 8,
2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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Chief Executive Officer of Anvil 2, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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|
Senior Vice President and
Chief Financial Officer of Anvil 2, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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|
Vice President and Controller of Anvil 2, LLC
(principal accounting officer)
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|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
AnvilStar, LLC certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
ANVILSTAR, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at AnvilStar, LLC or, if indicated,
Mueller Group, LLC, Sole Member of MCO 1, LLC, General Partner
of Mueller Co. Ltd., Sole Member of Anvil 1, LLC, General
Partner of Anvil International, LP, Sole Member of AnvilStar,
LLC on June 8, 2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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Chief Executive Officer of AnvilStar, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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|
Senior Vice President and
Chief Financial Officer of AnvilStar, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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|
Vice President and Controller of AnvilStar, LLC
(principal accounting officer)
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|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Anvil International, LP certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
ANVIL INTERNATIONAL, LP
By: ANVIL 1, LLC, as General Partner
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Anvil 1, LLC, General Partner of
Anvil International, LP or, if indicated, Mueller Group, LLC,
Sole Member of MCO 1, LLC, General Partner of Mueller Co. Ltd.,
Sole Member of Anvil 1, LLC, General Partner of Anvil
International, LP on June 8, 2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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Chief Executive Officer of Anvil 1, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and
Chief Financial Officer of Anvil 1, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of Anvil 1, LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Fast
Fabricators, LLC certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
FAST FABRICATORS, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Fast Fabricators, LLC or, if
indicated, Mueller Group, LLC, Sole Member of Fast Fabricators,
LLC on June 8, 2009.
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Signature
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Title
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/s/ Raymond
P. Torok
Raymond
P. Torok
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President and Chief Executive Officer of
Fast Fabricators, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and Chief Financial Officer
of Fast Fabricators, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of Fast Fabricators, LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Henry Pratt Company, LLC certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
HENRY PRATT COMPANY, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Henry Pratt Company, LLC or, if
indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of Henry Pratt
Company, LLC on June 8, 2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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President and Chief Executive Officer of
Henry Pratt Company, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and Chief Financial Officer of
Henry Pratt Company, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of
Henry Pratt Company, LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Henry Pratt International, LLC certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
HENRY PRATT INTERNATIONAL, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Henry Pratt International, LLC
or, if indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of Henry Pratt
Company, LLC, Sole Member of Henry Pratt International, LLC on
June 8, 2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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President and Chief Executive Officer of
Henry Pratt International, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and Chief Financial Officer of
Henry Pratt International, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of
Henry Pratt International, LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Hersey Meters Co., LLC certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
HERSEY METERS CO., LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Hersey Meters Co., LLC or, if
indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of Hersey
Meters Co., LLC on June 8, 2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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President and Chief Executive Officer of
Hersey Meters Co., LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and Chief Financial Officer of
Hersey Meters Co., LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of
Hersey Meters Co., LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Hunt
Industries, LLC certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
HUNT INDUSTRIES, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated Hunt Industries, LLC or, if
indicated, Mueller Group, LLC, Sole Member of Hunt Industries,
LLC on June 8, 2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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President and Chief Executive Officer of Hunt Industries, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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Senior Vice President and Chief Financial Officer of Hunt
Industries, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of Hunt Industries, LLC (principal
accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Hydro Gate, LLC certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
HYDRO GATE, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Hydro Gate, LLC or, if indicated,
Mueller Group, LLC, Sole Member of MCO 1, LLC, General Partner
of Mueller Co. Ltd., Sole Member of Henry Pratt Company, LLC,
Sole Member of Hydro Gate, LLC on June 8, 2009.
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Signature
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Title
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/s/ Robert
G. Leggett
Robert
G. Leggett
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President and Chief Executive Officer of Hydro Gate, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
|
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Senior Vice President and Chief Financial Officer of Hydro Gate,
LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of Hydro Gate, LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
|
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
James Jones Company, LLC certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
JAMES JONES COMPANY, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at James Jones Company, LLC or, if
indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of James Jones
Company, LLC on June 8, 2009.
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Signature
|
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Title
|
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/s/ Robert
G. Leggett
Robert
G. Leggett
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President and Chief Executive Officer of James Jones Company,
LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
|
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Senior Vice President and Chief Financial Officer of James Jones
Company, LLC
(principal financial officer)
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/s/ Kevin
G. McHugh
Kevin
G. McHugh
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Vice President and Controller of James Jones Company, LLC
(principal accounting officer)
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/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
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II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, J.B.
Smith Mfg Co., LLC certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
J.B. SMITH MFG CO., LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at J.B. Smith Mfg Co., LLC or, if
indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of Sole Member
of Anvil 1, LLC, General Partner of Anvil International, LP,
Sole Member of J.B. Smith Mfg Co., LLC on June 8, 2009.
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Signature
|
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Title
|
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|
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/s/ Robert
G. Leggett
Robert
G. Leggett
|
|
Chief Executive Officer of J.B. Smith Mfg Co., LLC
(principal executive officer)
|
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/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of J.B. Smith
Mfg Co., LLC
(principal financial officer)
|
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|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of J.B. Smith Mfg Co., LLC
(principal accounting officer)
|
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|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
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Manager of Mueller Group, LLC
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MCO
1, LLC certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MCO 1, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at MCO 1, LLC or, if indicated,
Mueller Group, LLC, Sole Member of MCO 1, LLC on June 8,
2009.
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Signature
|
|
Title
|
|
|
|
|
/s/ Robert
G. Leggett
Robert
G. Leggett
|
|
President and Chief Executive Officer of MCO 1, LLC
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of
MCO 1, LLC
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of MCO 1, LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
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|
Manager of Mueller Group, LLC
|
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MCO
2, LLC certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MCO 2, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at MCO 2, LLC or, if indicated,
Mueller Group, LLC, Sole Member of MCO 2, LLC on June 8,
2009.
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Signature
|
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Title
|
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/s/ Robert
G. Leggett
Robert
G. Leggett
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|
President and Chief Executive Officer of MCO 2, LLC
(principal executive officer)
|
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|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of
MCO 2, LLC
(principal financial officer)
|
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|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of MCO 2, LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Milliken Valve, LLC certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MILLIKEN VALVE, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Milliken Valve, LLC or, if
indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of Henry Pratt
Company, LLC, Sole Member of Milliken Valve, LLC on June 8,
2009.
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Signature
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Title
|
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/s/ Robert
G. Leggett
Robert
G. Leggett
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Chief Executive Officer of Milliken Valve, LLC
(principal executive officer)
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/s/ Evan
L. Hart
Evan
L. Hart
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|
Senior Vice President and Chief Financial Officer of
Milliken Valve, LLC
(principal financial officer)
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|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
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|
Vice President and Controller of Milliken Valve, LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
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|
Manager of Mueller Group, LLC
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Co. Ltd. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER CO. LTD.
By: MCO 1, LLC, as General Partner
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at MCO 1, LLC, General Partner of
Mueller Co. Ltd. or, if indicated, Mueller Group, LLC, Sole
Member of MCO 1, LLC, General Partner of Mueller Co. Ltd. on
June 8, 2009.
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Signature
|
|
Title
|
|
|
|
|
/s/ Robert
G. Leggett
Robert
G. Leggett
|
|
President and Chief Executive Officer of MCO 1, LLC
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of
MCO 1, LLC
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of MCO 1, LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Financial Services, LLC certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER FINANCIAL SERVICES, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller Financial Services, LLC,
or, if indicated, Mueller Group, LLC, Sole Shareholder of
Mueller International Finance, Inc., Sole Member of Mueller
Financial Services, LLC on June 8, 2009.
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Signature
|
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Title
|
|
|
|
|
/s/ Robert
G. Leggett
Robert
G. Leggett
|
|
President and Chief Executive Officer of Mueller Financial
Services, LLC
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of Mueller
Financial Services, LLC
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of Mueller Financial Services,
LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Group, LLC certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER GROUP, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller Group, LLC on
June 8, 2009.
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Signature
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Title
|
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|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Chairman of the Board of Managers
|
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|
|
/s/ Robert
G. Leggett
Robert
G. Leggett
|
|
Chief Executive Officer
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller
(principal accounting officer)
|
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Group Co-Issuer, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER GROUP CO-ISSUER, INC.
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller Group Co-Issuer, Inc. on
June 8, 2009.
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Signature
|
|
Title
|
|
|
|
|
/s/ Walter
A. Smith
Walter
A. Smith
|
|
President and Treasurer
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Director
|
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller International, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER INTERNATIONAL, INC.
Thomas E. Fish
President
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller International, Inc. on
June 8, 2009.
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Signature
|
|
Title
|
|
|
|
|
/s/ Thomas
E. Fish
Thomas
E. Fish
|
|
President of Mueller International, Inc.
(principal executive officer) and Director
|
|
|
|
/s/ Fred
Welsh
Fred
Welsh
|
|
Corporate Controller of Mueller International, Inc.
(principal financial officer and principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Director
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Director
|
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller International, L.L.C. certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER INTERNATIONAL, L.L.C.
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller International, L.L.C. or,
if indicated, Mueller Group, LLC, Sole Shareholder of Mueller
International, Inc., Sole Member of Mueller International,
L.L.C. on June 8, 2009.
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|
Signature
|
|
Title
|
|
|
|
|
/s/ Thomas
E. Fish
Thomas
E. Fish
|
|
President of Mueller International, L.L.C.
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of
Mueller International, L.L.C.
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of Mueller International,
L.L.C.
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller International Finance, Inc. certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER INTERNATIONAL FINANCE, INC.
Thomas E. Fish
President
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller International Finance,
Inc. on June 8, 2009.
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Signature
|
|
Title
|
|
|
|
|
/s/ Thomas
E. Fish
Thomas
E. Fish
|
|
President of Mueller International Finance, Inc.
(principal executive officer) and Director
|
|
|
|
/s/ Fred
Welsh
Fred
Welsh
|
|
Corporate Controller of Mueller International Finance, Inc.
(principal financial officer and principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Director
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Director
|
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller International Finance, L.L.C. certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER INTERNATIONAL FINANCE, L.L.C.
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller International Finance,
L.L.C. or, if indicated, Mueller Group, LLC, Sole Shareholder of
Mueller International Finance, Inc., Sole Member of Mueller
International Finance, LLC on June 8, 2009.
|
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|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Thomas
E. Fish
Thomas
E. Fish
|
|
President of Mueller International Finance, L.L.C.
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of Mueller
International Finance, L.L.C.
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of
Mueller International Finance, L.L.C.
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Service California, Inc. certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER SERVICE CALIFORNIA, INC.
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh t and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller Service California, Inc.
or, if indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of Mueller
Service Co., LLC, Sole Member of Mueller Service California,
Inc. on June 8, 2009.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ David
Mills
David
Mills
|
|
President and General Manager of Mueller Service California,
Inc.
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of Mueller
Service California, Inc.
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of
Mueller Service California, Inc.
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Director
|
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Service Co., LLC certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER SERVICE CO., LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller Service Co., LLC or, if
indicated, Mueller Group, LLC, Sole Member of MCO 1, LLC,
General Partner of Mueller Co. Ltd., Sole Member of Mueller
Service Co., LLC on June 8, 2009.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ David
Mills
David
Mills
|
|
President and General Manager of Mueller Service Co., LLC
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of Mueller
Service Co., LLC
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of Mueller Service Co., LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Mueller Technologies, LLC certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
MUELLER TECHNOLOGIES, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at Mueller Technologies, LLC or, if
indicated, Mueller Group, LLC, Sole Member of Mueller
Technologies, LLC on June 8, 2009.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Robert
G. Leggett
Robert
G. Leggett
|
|
President and Chief Operating Officer of
Mueller Technologies, LLC
(principal executive officer)
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of
Mueller Technologies, LLC
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of Mueller Technologies, LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
United States Pipe and Foundry Company, LLC certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
UNITED STATES PIPE AND FOUNDRY COMPANY, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at United States Pipe and Foundry,
LLC or, if indicated, Mueller Group, LLC, Sole Member of United
States Pipe and Foundry, LLC on June 8, 2009.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Chief Executive Officer of United States Pipe and Foundry,
LLC
(principal executive officer)
and Manager of Mueller Group, LLC
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of United
States Pipe and Foundry, LLC
(principal financial officer)
|
|
|
|
/s/ Bradley
Overstreet
Bradley
Overstreet
|
|
Vice President Finance of United States
Pipe and Foundry, LLC
(principal accounting officer)
|
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
U.S. Pipe Valve and Hydrant, LLC certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on June 8, 2009.
U.S. PIPE VALVE AND HYDRANT, LLC
Evan L. Hart
Senior Vice President and Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and
appoints Robert Barker, Evan L. Hart and Kevin G. McHugh and
each of them individually, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact and
agent, with full powers to each of them to sign for us, in our
names and in the capacities indicated below, the Registration
Statement on
Form S-3
filed with the Securities and Exchange Commission, and any and
all amendments to said Registration Statement (including
post-effective amendments), and to file or cause to be filed the
same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this
Power of Attorney. This Power of Attorney may be executed in
counterparts and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated at U.S. Pipe Valve and Hydrant,
LLC or, if indicated, Mueller Group, LLC, Sole Member of
U.S. Pipe Valve and Hydrant, LLC on June 8, 2009.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Robert
G. Leggett
Robert
G. Leggett
|
|
President and Chief Operating Officer of U.S. Pipe Valve and
Hydrant, LLC
(principal executive officer)
and Manager of Mueller Group, LLC
|
|
|
|
/s/ Evan
L. Hart
Evan
L. Hart
|
|
Senior Vice President and Chief Financial Officer of U.S. Pipe
Valve and Hydrant, LLC
(principal financial officer)
|
|
|
|
/s/ Kevin
G. McHugh
Kevin
G. McHugh
|
|
Vice President and Controller of U.S. Pipe Valve and
Hydrant, LLC
(principal accounting officer)
|
|
|
|
/s/ Gregory
E. Hyland
Gregory
E. Hyland
|
|
Manager of Mueller Group, LLC
|
II-34
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
1
|
.1*
|
|
Form of Underwriting Agreement relating to Series A common
stock.
|
|
1
|
.2*
|
|
Form of Underwriting Agreement relating to preferred stock.
|
|
1
|
.3*
|
|
Form of Underwriting Agreement relating to debt securities.
|
|
3
|
.1
|
|
Second Restated Certificate of Incorporation of Mueller Water
Products, Inc. Incorporated by reference to Exhibit 3.1 to
Mueller Water Products, Inc.
Form 8-K
(File
no. 001-32892)
filed on January 29, 2009.
|
|
3
|
.2
|
|
Amended and Restated Bylaws of Mueller Water Products, Inc.
Incorporated by reference to Exhibit 3.1 to Mueller Water
Products, Inc.
Form 8-K
(File
no. 001-32892)
filed on August 22, 2008.
|
|
4
|
.3
|
|
Form of Indenture relating to debt securities.
|
|
4
|
.4*
|
|
Form of supplemental indenture or other instrument establishing
the form and terms of one or more series of senior debt
securities, senior subordinated debt securities or subordinated
debt securities (including the form of such debt security).
|
|
4
|
.5*
|
|
Form of Warrant Agreement and Warrant Certificate.
|
|
4
|
.6*
|
|
Form of Unit Agreement.
|
|
4
|
.7*
|
|
Form of Deposit Agreement.
|
|
4
|
.8*
|
|
Certificate of Designation of Preferred Stock.
|
|
5
|
.1
|
|
Opinion of Simpson Thacher & Bartlett LLP.
|
|
10
|
.1
|
|
Form of Mueller Water Products, Inc. Director Indemnification
Agreement. Incorporated by reference to Exhibit 99.2 to
Mueller Water Products, Inc.
Form 8-K
(File
no. 001-32892)
filed on October 31, 2008.
|
|
12
|
.1
|
|
Statement of computation of ratios.
|
|
23
|
.1
|
|
Consent of Simpson Thacher & Bartlett LLP (included in
Exhibit 5.1).
|
|
23
|
.2
|
|
Consent of Ernst & Young LLP.
|
|
23
|
.3
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
24
|
.1
|
|
Power of Attorney.
|
|
25
|
.1
|
|
Statement of Eligibility on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. regarding the
indenture relating to debt securities.
|
|
|
|
* |
|
To be filed by amendment or pursuant to a report to be filed
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, if applicable, and incorporated herein by reference. |