UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
DATE OF REPORT (Date of earliest event reported):            July 30, 2014
 
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
0001-32892
20-3547095
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
                                
1200 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
 
(770) 206-4200
(Registrant's telephone number, including area code)
 
Not applicable.
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
 
 










Item 8.01.    Other Events.
On July 30, 2014, Mueller Water Products, Inc. (the “Company”) delivered a notice to redeem $55,000,000 aggregate outstanding principal amount of its 7 3/8% senior subordinated notes due 2017 (the "Notes"). The Notes were issued pursuant to the indenture, dated May 24, 2007, among the Company, the guarantors listed therein and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the “Indenture”). The notice calls for redemption of the Notes pursuant to the optional redemption provisions of the Indenture.
A copy of the press release announcing the redemption and the notice of redemption are attached as exhibit 99.1 and exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
99.1        Press release, dated July 30, 2014
99.2        Notice of redemption







































 




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  July 30, 2014
MUELLER WATER PRODUCTS, INC.
 
 
 
 
 
 
 
By:
/s/ Evan L. Hart
 
 
 
Evan L. Hart
 
 
Senior Vice President and Chief Financial Officer




Exhibit 99.1 (July 30)


Mueller Water Products Calls for Partial Redemption of
Its 7 3/8% Senior Subordinated Notes

ATLANTA (July 30, 2014) -- Mueller Water Products, Inc. (NYSE:MWA) announced today that it has delivered a notice to redeem a principal amount of $55.0 million of its 7 3/8% senior subordinated notes due 2017 (the "Notes"), CUSIP No.624758AB4. The redemption price is 101.229% of the principal amount redeemed, plus accrued and unpaid interest. The redemption date will be August 29, 2014.
Forward-Looking Statements
This press release contains certain statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address activities, events or developments that we intend, expect, plan, project, believe or anticipate will or may occur in the future are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our intention to redeem the Notes. Forward-looking statements are based on certain assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions and expected future developments. Actual results and the timing of events may differ materially from those contemplated by the forward-looking statements due to a number of factors, including regional, national or global political, economic, business, competitive, market and regulatory conditions and the other factors that are described in the section entitled "RISK FACTORS" in Item 1A of our most recently filed Annual Report on Form 10-K. Undue reliance should not be placed on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements, except as required by law
About Mueller Water Products, Inc.
Mueller Water Products, Inc. (NYSE:MWA) is a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America. Our broad product and service portfolio includes engineered valves, fire hydrants, metering products and systems, leak detection and pipe condition assessment. We help municipalities increase operational efficiencies, improve customer service and prioritize capital spending, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure®. The piping component systems produced by Anvil help build connections that last in commercial, industrial, mechanical, fire protection and oil & gas applications. Visit us at www.muellerwaterproducts.com.



Ex. 99.2 (July 30)


PARTIAL NOTICE OF REDEMPTION

Mueller Water Products, Inc.
73/8% Senior Subordinated Notes due 2017
CUSIP No. 624758AB4

NOTICE IS HEREBY GIVEN pursuant to Section 3.03 of Article 3 of the Indenture, dated as of May 24, 2007 (as amended or supplemented, the “Indenture”), among Mueller Water Products, Inc. (the “Company”) and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the “Trustee”), that the Company shall redeem in part (the “Redemption”) pursuant to Section 3.07 of Article 3 of the Indenture and Section 5 of the Notes (as defined below) on August 29, 2014 (the “Redemption Date”), at a redemption price equal to 101.229% of the principal amount of the Notes, $55,000,000 aggregate outstanding principal amount of the Company’s 73/8% Senior Subordinated Notes due 2017 (the “Notes”), together with accrued and unpaid interest on such Notes to be redeemed on the Redemption Date. The redemption price of the Notes and the accrued and unpaid interest thereon to the Redemption Date (together, the “Redemption Payment”) are as follows**:

Series
Redemption price, per $1,000 of principal amount of Notes
Accrued interest per $1,000 of principal amount of Notes from June 1, 2014 to the Redemption Date
Redemption Payment per $1,000 of principal amount of Notes
73/8% Senior Subordinated Notes due 2017
$1,012.29
$18.03
$1,030.32

The publication date will be July 30, 2014.

PLEASE TAKE FURTHER NOTICE that in order to receive the Redemption Payment, the Notes must be surrendered to the Trustee, as the paying agent (the “Paying Agent”), at the appropriate address set forth below, by such method as you deem appropriate. After the Redemption Date upon surrender of any Notes redeemed in part, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note surrendered to the Trustee. If you mail your Notes, we recommend that for your own protection you may want to use registered mail, return receipt requested.

By First Class/ Registered/Certified Mail
By Express/Overnight Delivery
By Hand or In Person
The Bank of New York Mellon,
as trustee
P.O. Box 396
East Syracuse, New York 13057
Attn: Corporate Trust Operations
The Bank of New York Mellon,
as trustee
111 Sanders Creek
East Syracuse, New York 13057
Attn: Corporate Trust Operations
The Bank of New York Mellon,
as trustee
101 Barclay Street
New York, New York 10286
Attn: Trust Services Window

PLEASE TAKE FURTHER NOTICE that, unless the Company defaults in making the Redemption Payment, interest on Notes called for redemption will cease to accrue on and after the Redemption Date.

Under current United States federal income tax law, a Paying Agent making payment of interest or principal on the Notes may be obligated to withhold on the payment of the interest or principal payable to a holder of such Notes. Holders of Notes who are United States persons as defined in the Internal Revenue Code of 1986, as amended, who wish to avoid the application of these provisions should submit a completed IRS Form W-9 when presenting the Notes for payment and Holders of Notes who are not United States persons should submit an appropriate IRS Form W-8.

* The CUSIP numbers and ISIN numbers have been assigned to this issue by Standard & Poor’s Corporation and are included solely for the convenience of the holders of the Notes and no representation is hereby made regarding their correctness or accuracy.
** Unredeemed portion of any Holder’s Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.






Any questions regarding the foregoing may be directed to The Bank of New York Mellon, at:

111 Sanders Creek Parkway
East Syracuse, New York 13057
Attn: Bond Redemption Unit - Corporate Trust Operations
Tel: 1-800-254-2826


Mueller Water Products, Inc.
Dated: July 25, 2014