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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):
June 1, 1999
MATTHEWS INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-9115 and 0-24494 25-0644320
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Numbers) Identification No.)
Two NorthShore Center, Pittsburgh, Pennsylvania 15212
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 442-8200
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ITEM 2. ACQUISITION
On June 1, 1999, Matthews International Corporation ("Matthews") completed the
acquisition of the assets of Caggiati S.p.A., which is based in Colorno
(Parma), Italy, and its subsidiaries, Caggiati Espana S.A. in Valencia, Spain
and Caggiati France S.a.r.l. in Lyon, France. The total purchase price was
Lit. 34.6 billion (approximately $19 million) cash plus the assumption of bank
debt up to Lit. 10.2 billion (approximately $6 million) and certain other
trade liabilities. Matthews paid Lit. 20.2 billion cash at the closing with
Lit. 7.2 billion payable one year after the closing date and the remaining
Lit. 7.2 billion payable two years after the closing date. Interest at an
annual rate of 5% is payable on the deferred payments. The cash payment of
Lit. 20.2 billion was financed through borrowings from an Italian bank,
Unicredito Italiano, Parma, Italy.
Caggiati S.p.A., with consolidated annual sales of approximately $25 million
(U.S.), is the leading supplier of bronze memorialization products in Europe.
The combination of Matthews and Caggiati S.p.A. is an important part of the
Matthews' strategy to enhance its position as the worldwide leader in the
memorialization industry. This acquisition is designed to serve as a platform
for Matthews to penetrate existing European markets, enter new markets in
other areas of the world, and improve Matthews' ability to serve existing
multi-national customers on a global basis. In addition, Caggiati products
are manufactured via die cast, shell molding and lost wax technologies whereas
the majority of Matthews' products are produced by sand cast technology. The
combination of these manufacturing processes is expected to provide Matthews
with opportunities for the introduction of new products to both existing and
new markets. Caggiati S.p.A. (which is celebrating its 40th year as a bronze
memorial supplier) is considered to be the premier supplier in the markets
they serve and has an excellent reputation for high quality products and
outstanding customer service.
Any forward-looking statements contained herein are included pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and unknown risks and
uncertainties that may cause the Company's actual results in future periods
to be materially different from management's expectations. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove correct. Factors that could cause the Company's results to differ
materially from the results discussed in such forward-looking statements
principally include economic, competitive and technological factors beyond the
Company's control.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By Edward J. Boyle
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Edward J. Boyle
Vice President, Accounting &
Finance, Treasurer and Secretary
Date: June 10, 1999
