<PAGE>
<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For The Quarterly Period Ended March 31, 1999
Commission File Nos. 0-9115 and 0-24494
MATTHEWS INTERNATIONAL CORPORATION
(Exact Name of registrant as specified in its charter)
PENNSYLVANIA 25-0644320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO NORTHSHORE CENTER, PITTSBURGH, PA 15212-5851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 442-8200
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
Class of Common Stock Outstanding at April 30, 1999
Class A - $1.00 par value 13,042,512 shares
Class B - $1.00 par value 2,755,371 shares
<PAGE>
<PAGE> 2 PART I - FINANCIAL INFORMATION
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1999 September 30, 1998
-------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,021,702 $ 25,369,834
Short-term investments 183,275 229,903
Accounts receivable 37,967,041 32,892,094
Inventories:
Materials and finished goods $15,591,488 $15,114,759
Labor and overhead in process 1,150,806 1,248,815
Supplies 368,580 388,219
---------- ----------
17,110,874 16,751,793
Other current assets 1,702,673 1,984,053
---------- ----------
Total current assets 79,985,565 77,227,677
Investments 19,659,983 24,250,799
Property, plant and equipment: Cost 86,134,529 78,876,967
Less accumulated depreciation (37,281,099) (34,146,591)
---------- ----------
48,853,430 44,730,376
Deferred income taxes and other assets 14,799,526 14,005,434
Goodwill 26,948,138 26,991,478
----------- -----------
Total assets $190,246,642 $187,205,764
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt, current maturities 1,217,232 800,252
Accounts payable 7,972,482 6,901,044
Accrued compensation 13,299,031 16,224,508
Accrued income taxes 2,499,597 3,942,617
Customer prepayments 6,384,164 7,441,088
Other current liabilities 7,520,283 8,597,060
---------- ----------
Total current liabilities 38,892,789 43,906,569
Long-term debt 3,645,547 1,434,679
Estimated finishing costs 4,297,950 3,831,674
Postretirement benefits 19,760,646 20,082,548
Other liabilities 13,399,656 13,639,998
Shareholders' equity:
Common stock: Class A, par value $1.00 14,491,486 14,414,944
Class B, par value $1.00 3,675,510 3,752,052
Other shareholders' equity 92,083,058 86,143,300
---------- ----------
110,250,054 104,310,296
----------- -----------
Total liabilities and shareholders' equity $190,246,642 $187,205,764
=========== ===========
/TABLE
<PAGE>
<PAGE> 3
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- --------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 58,588,219 $ 51,563,344 $115,029,707 $101,003,798
Cost of sales 33,430,573 28,528,462 66,413,563 56,737,480
---------- ---------- ----------- -----------
Gross profit 25,157,646 23,034,882 48,616,144 44,266,318
Selling and
administrative expenses 14,597,770 14,148,285 29,357,013 27,763,402
---------- ---------- ----------- -----------
Operating profit 10,559,876 8,886,597 19,259,131 16,502,916
Investment income 349,206 626,389 787,799 1,294,719
Interest expense (113,312) (91,081) (235,882) (177,902)
Other income
(deductions), net (22,038) (7,657) (54,014) 103,974
Minority interest (179,342) (207,303) (223,188) (478,675)
---------- ---------- ----------- -----------
Income before income taxes 10,594,390 9,206,945 19,533,846 17,245,032
Income taxes 4,169,192 3,603,124 7,693,529 6,742,947
---------- ---------- ----------- -----------
Net income $ 6,425,198 $ 5,603,821 $ 11,840,317 $ 10,502,085
========== ========== =========== ===========
Basic earnings per share $ .40 $ .35 $ .74 $ .64
===== ===== ===== =====
Diluted earnings per share $ .39 $ .33 $ .72 $ .62
===== ===== ===== =====
Dividends per share $ .045 $.0425 $ .09 $ .085
===== ===== ===== =====
</TABLE>
<PAGE>
<PAGE> 4
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
--------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $11,840,317 $10,502,085
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,655,925 3,763,153
Deferred taxes (360,601) (791,263)
Net (increase) decrease in working capital items (10,431,578) 251,409
(Increase) decrease in other noncurrent assets (329,420) 464,358
Increase in estimated finishing costs 466,276 228,650
Increase in other liabilities 316,633 433,400
Decrease in postretirement benefits (321,902) (199,798)
(Gain) loss on sales of property, plant and equipment 29,314 (78,900)
Net loss on investments 67,642 25,277
Effect of exchange rate changes on operations (74,328) 152,102
---------- ----------
Net cash provided by operating activities 5,858,278 14,750,473
---------- ----------
Cash flows from investing activities:
Capital expenditures (8,309,113) (3,026,901)
Proceeds from sales of property, plant and equipment 132,108 331,164
Acquisitions, net of cash acquired (730,368) (4,300,026)
Investments (372,347) (893,611)
Proceeds from disposition of investments 4,218,890 6,041,275
Collections on loans to officers and employees 164,675 253,007
---------- ----------
Net cash used in investing activities (4,896,155) (1,595,092)
---------- ----------
Cash flows from financing activities:
Proceeds from long-term debt 3,021,117 -
Payments on long-term debt (393,268) (800,951)
Proceeds from the sale of treasury stock 188,750 2,130,410
Purchases of treasury stock (4,638,561) (14,436,759)
Dividends paid (1,432,400) (1,465,301)
---------- ----------
Net cash used in financing activities (3,254,362) (14,572,601)
---------- ----------
Effect of exchange rate changes on cash (55,893) (413,201)
---------- ----------
Net decrease in cash and cash equivalents $(2,348,132) $(1,830,421)
========== ==========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest $ 235,882 $ 177,902
Income Taxes 9,552,939 6,677,969
</TABLE>
<PAGE>
<PAGE> 5
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
Note 1. Nature of Operations
Matthews International Corporation, founded in 1850 and incorporated in
Pennsylvania in 1902, is a designer, manufacturer and marketer principally of
custom-made products which are used to identify people, places, products and
events. The Company's products and operations are comprised of three business
segments: Bronze, Graphics Imaging and Marking Products. The Bronze segment
is a leading manufacturer of cast bronze memorial products, crematories and
cremation-related products and is a leading builder of mausoleums in the United
States. The Graphics Imaging segment manufactures and provides printing
plates, pre-press services and imaging systems for the corrugated and flexible
packaging industries. The Marking Products segment designs, manufactures and
distributes a wide range of equipment and consumables used by customers to mark
or identify various consumer and industrial products and containers. The
Company has sales and manufacturing facilities in the United States, Australia,
Canada, Germany and Sweden.
Note 2. Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information for commercial and industrial companies and the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for fair presentation have been included. Operating results for the
three-month and six-month periods ended March 31, 1999 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended September 30, 1998.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note 3. Income Taxes
The income tax provision for the period is based on the effective tax rate
expected to be applicable for the full year. The difference between the
estimated effective tax rate of 39.4% and the Federal statutory rate of 35%
primarily reflects the impact of state income taxes.
<PAGE>
<PAGE> 6
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
MARCH 31, 1999
Note 4. Earnings Per Share
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- --------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 6,425,198 $ 5,603,821 $11,840,317 $10,502,085
========== ========== ========== ==========
Weighted average common
shares outstanding 15,931,434 16,431,434 15,962,162 16,533,645
Dilutive securities,
primarily stock options 431,858 403,820 433,134 453,706
---------- ---------- ---------- ----------
Diluted weighted average
common shares outstanding 16,363,292 16,835,254 16,395,296 16,987,351
========== ========== ========== ==========
Basic earnings per share $ .40 $ .35 $ .74 $ .64
==== ==== ==== ====
Diluted earnings per share $ .39 .33 $ .72 $ .62
==== ==== ==== ====
</TABLE>
Note 5. Acquisitions
On May 4, 1999, Matthews International Corporation ("Matthews") signed an
agreement to purchase 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.
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 purchase price is 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 expects to finance a portion of
the purchase through borrowings from an Italian bank. The expected closing
date is early June 1999.
<PAGE>
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement:
The following discussion should be read in conjunction with the consolidated
financial statements and footnotes thereto included in this Quarterly Report
on Form 10-Q and the Company's Annual Report on Form 10-K for the year ended
September 30, 1998. 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.
Results of Operations
The following table sets forth certain income statement data of the Company
expressed as a percentage of net sales for the periods indicated.
Six months ended Years ended
March 31, September 30,
------------------ --------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
Sales 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit 42.3 43.8 44.0 44.1 44.6
Operating profit 16.7 16.3 17.0 16.3 15.6
Income before income taxes 17.0 17.1 17.5 17.1 19.5
Net income 10.3 10.4 10.6 10.4 11.8
Sales for the six months ended March 31, 1999 were $115.0 million and were
$14.0 million, or 13.9%, higher than sales of $101.0 million for the six months
ended March 31, 1998. The sales increase for the first six months of fiscal
1999 resulted from higher sales in the Company's Bronze and Graphics Imaging
segments. Sales for the Bronze segment increased 18% over the first six months
of fiscal 1998 resulting primarily from the Company's acquisition of Gibraltar
Mausoleum Construction Company ("Gibraltar") in September 1998. In addition,
Bronze segment sales for the first six months of fiscal 1999 reflected an
increase in the unit volume of memorial products and cremation equipment over
the same period a year ago. Sales for the Graphics Imaging segment were up 14%
from the first six months of fiscal 1998, primarily reflecting the Company's
acquisition of a 50% interest in O.N.E. Color Communications, L.L.C. ("O.N.E.")
in May 1998. Graphics Imaging segment sales for the second quarter were 15%
higher than the same period last year due to the acquisition of O.N.E. and an
increase in sales of Tukaiz Communications L.L.C. ("Tukaiz"). The second
quarter and year-to-date results of the Graphics Imaging segment reflected an
improvement in demand for the segment's pre-press products and services, but
a continued weakness in the corrugated printing plate market. Marking Products
segment sales for the six months ended March 31, 1999 declined approximately
2% from the same period a year ago. The decline, which was expected, resulted
from the sale of the segment's distribution operation in France in February
1998 which had historically produced marginal results for the Company.
<PAGE> 8
Results of Operations, continued:
Gross profit for the six months ended March 31, 1999 was $48.6 million, or
42.3% of sales, compared to $44.3 million, or 43.8% of sales, for the first six
months of fiscal 1998. The increase in consolidated gross profit of
$4.3 million, or 9.8%, reflected higher gross profit levels in the Bronze and
Graphics Imaging segments. Increases in gross profit in the Bronze and
Graphics Imaging segments resulted from higher sales, reflecting the Company's
fiscal 1998 acquisitions and, for the Bronze segment, higher sales of memorial
products and cremation equipment. Gross profit as a percent of sales declined
in the Bronze segment for the period as a result of lower margins on sales of
mausoleums. Gross profit as a percent of sales for the Graphics Imaging
segment for the six months ended March 31, 1999 was also lower than the same
period last year reflecting the impact of higher material costs for Tukaiz
combined with an increase in depreciation expense due to higher levels of
capital investment. However, gross profit as a percent of sales for the
Graphics Imaging segment improved in the fiscal 1999 second quarter and was
consistent with the fiscal 1998 second quarter. Gross profit and gross profit
as a percent of sales for the Marking Products segment for the first six months
of fiscal 1999 were relative consistent with the same period a year ago.
Selling and administrative expenses for the six months ended March 31, 1999
were $29.4 million, representing an increase of $1.6 million, or 5.7%, over
$27.8 million for the first six months of fiscal 1998. The increase in selling
and administrative expenses over the prior period principally resulted from the
acquisition of O.N.E. combined with other increases in selling costs by the
Graphics Imaging segment. Partially offsetting this increase was a reduction
in Marking Products selling and administrative costs due to the sale of its
French subsidiary. Although sales for the Bronze segment increased for the
period, the segment's selling and administrative expenses were lower than the
same period a year ago. Consolidated selling and administrative expense as a
percent of sales was 25.6% for the first six months of fiscal 1999 compared to
27.5% for the same period last year.
Operating profit for the six months ended March 31, 1999 was $19.3 million and
was $2.8 million, or 16.7%, higher than the first six months of fiscal 1998.
The increase in the Company's operating profit for the first six months of
fiscal 1999 resulted primarily from higher sales in the Bronze segment. The
increased sales volume of memorial products and cremation equipment accounted
for the Bronze segment's operating profit improvement. Operating profit for
the Marking Products segment also improved due to higher sales in the segment's
North American operations. Operating profit for the Graphics Imaging segment
for the six months ended March 31, 1999 was lower than the same period last
year due to several factors including weak demand for corrugated printing
plates, an increase in depreciation expense due to higher levels of capital
investment, and unfavorable results from one of the segment's recent
acquisitions. However, management has developed an action plan designed to
improve the segment's operating performance which includes an overall reduction
of operating expenses while at the same time focusing on an increase in sales.
The segment's operating profit for the fiscal 1999 second quarter improved 6%
over the fiscal 1998 second quarter.
Investment income for the first six months of fiscal 1999 was $788,000,
compared to $1.3 million for the first six months of fiscal 1998. The
Company's average cash and investment balances were lower than a year ago
primarily as a result of acquisitions and stock repurchases completed during
the past twelve months.
<PAGE>
<PAGE> 9
Results of Operations, continued:
Interest expense for the six months ended March 31, 1999 was approximately
$236,000, compared to $178,000 for the first six months of fiscal 1998.
Interest expense principally related to the Company's capital lease obligations
and borrowings under a line of credit by Tukaiz. In addition, interest expense
for the first six months of fiscal 1999 included interest on the Company's
obligations related to the acquisition of O.N.E. An additional amount is
payable by Matthews for its 50% interest three years from the acquisition date
contingent on the attainment of certain operating performance levels of O.N.E.,
with such payout to be not less than $400,000. In addition, Matthews is
obligated to purchase the remaining 50% interest no later than May 2004, also
contingent on the attainment of certain operating performance levels of O.N.E.,
with such payment to be not less than $4.5 million. A liability has been
recorded for the present value of the minimum future payouts with interest
imputed on the obligation and recorded on a monthly basis as a charge
against income.
Other income (deductions), net, for the six months ended March 31, 1999
represented a net reduction to pre-tax income of $54,000 compared to a net
increase of $104,000 for the first six months of fiscal 1998. The first
quarter of fiscal 1998 included gains on the sale of various fixed assets.
Minority interest relates to income generated by Tukaiz.
The Company's effective tax rate for the first six months of fiscal 1999 was
39.4%, compared to 39.4% for the year ended September 30, 1998. The difference
between the Company's effective tax rate and the Federal statutory rate of 35%
primarily reflects the impact of state income taxes.
Liquidity and Capital Resources
Net cash provided by operating activities was $5.9 million for the six months
ended March 31, 1999, compared to $14.8 million for the first six months of
fiscal 1998. The decline in operating cash flow primarily resulted from
changes in working capital items during the current period, including an
increase in accounts receivable related to mausoleum construction revenues and
the payment of year-end compensation and profit distribution accruals.
Operating cash flow for the six months ended March 31, 1998 primarily reflected
net income for the period adjusted for non-cash depreciation and amortization.
Cash used in investing activities was approximately $4.9 million for the six
months ended March 31, 1999 compared to $1.6 million for the same period a year
ago. Investing activities for the first six months of fiscal 1999 primarily
reflected capital expenditures of $8.3 million which were partially offset by
net proceeds of $3.8 million from the disposition of investment securities.
Capital expenditures for the first six months of fiscal 1999 were higher than
the same period last year principally as a result of capital investments in the
Graphics Imaging segment. Investing activities in the first six months of
fiscal 1998 included capital expenditures of $3.0 million, acquisitions in the
Graphics Imaging segment of $4.3 million, and net proceeds of $5.1 million from
the disposition of investment securities. Capital spending for property, plant
and equipment has averaged approximately $6.3 million for the last three fiscal
years. The capital budget of the Company for fiscal 1999 is $10.9 million.
The Company expects to generate sufficient cash from operations to fund all
anticipated capital spending projects.
<PAGE>
<PAGE> 10
Liquidity and Capital Resources, continued
Cash used in financing activities for the six months ended March 31, 1999 was
$3.3 million, which included net treasury stock purchases of $4.4 million, the
Company's cash dividends of $0.045 per share for each of the first two
quarters, and proceeds of $3.0 million from borrowings by Tukaiz to finance
capital projects. Cash used in financing activities for the six months ended
March 31, 1998 was $14.6 million consisting principally of treasury stock
purchases of $12.3 million, the Company's cash dividends of $0.0425 per share
for each of the first two quarters of fiscal 1998 and repayments under the
Company's capital lease agreements. The Company currently has available lines
of credit of approximately $13 million. There were no outstanding borrowings
on any of the Company's lines of credit at March 31, 1999.
At March 31, 1999 and September 30, 1998 and 1997, the Company's current ratio
was 2.1, 1.8 and 1.9, respectively. The Company had cash and cash equivalents
at March 31, 1999 and September 30, 1998 of $23.0 million and $25.4 million,
respectively. Net working capital at March 31, 1999 was $41.1 million. The
Company believes that its current liquidity sources, combined with its
operating cash flow and additional borrowing capacity, will be sufficient to
meet its capital needs for the next 12 months.
Acquisitions
On May 4, 1999, Matthews International Corporation ("Matthews") signed an
agreement to purchase 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.
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 purchase price is 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 expects to finance a portion of
the purchase through borrowings from an Italian bank. The expected closing
date is early June 1999.
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.
<PAGE>
<PAGE> 11
Year 2000 Issue
The Company has assessed the potential impact of the Year 2000 issue on its
operations and information systems. Costs incurred to date for this assessment
and for systems modifications specifically required to address any Year 2000
issues have not been material. The Company's significant operating and
information systems are substantially Year 2000 compliant except for certain
systems within the Graphics Imaging segment, which are expected to be Year 2000
compliant before December 31, 1999.
In connection with this assessment, the Company is also contacting its key
suppliers and customers as necessary concerning their Year 2000 readiness.
Since the Year 2000 readiness of suppliers and customers is not within the
Company's control, there can be no assurance that some disruptions in the
Company's operations could not occur. However, based on responses from
suppliers and customers to date, and due to the nature of the Company's
businesses, its key supply arrangements and customer base, the Company does not
currently expect any material disruptions in its operations.
Based on management's assessment, the Year 2000 issue is not expected to have
a material impact on the consolidated financial position, results of operations
or cash flows of the Company.
<PAGE>
<PAGE> 12
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of Matthews International Corporation
was held on February 20, 1999. Total shares eligible for vote at such meeting
were:
Class A Common Stock (one vote per share) 13,131,725 shares
Class B Common Stock (ten votes per share) 2,852,977 shares
The matters voted upon at such meeting were as follows:
1. Election of Directors:
The following individuals were nominated for election to the Board of
Directors for terms expiring at the Annual Meeting of Shareholders in
the year as set forth below. The nominations were made by the Board
of Directors and no other nominations were made by any shareholder.
The nominees had currently been members of the Board of Directors at
the date of the Annual Meeting.
Votes
-----------------------------
Term Withhold
Nominee Expiration For Authority
------- ---------- ----------- -----------
D.M. Kelly 2002 33,272,779 617,016
J.L. Parker 2002 32,551,638 1,338,157
The terms of the following additional directors continued after the
meeting: G.D. Barefoot, D.J. DeCarlo, R.J. Kavanaugh, T.N. Kennedy,
J.P. O'Leary, Jr. and W.J. Stallkamp.
2. Adoption of Amendments to the 1992 Stock Incentive Plan:
At its meeting held December 23, 1998, the Board of Directors adopted
and recommended for shareholder approval amendments to the 1992 Stock
Incentive Plan. The shareholders voted to adopt these amendments.
Votes For: 25,609,810
Votes Against: 5,299,404
Abstaining: 1,395,420
Broker Non-Votes: 1,585,161
3. Selection of Auditors:
The shareholders voted to ratify the appointment by the Board of
Directors of PricewaterhouseCoopers LLP as independent certified public
accountants to audit the records of the Company for the year ending
September 30, 1999.
Votes For: 33,543,301
Votes Against: 134,571
Abstaining: 211,923
<PAGE>
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibits to this report are filed herewith:
Exhibit
No. Description
------- -----------
27 Financial Data Schedule (via EDGAR)
(b) Reports on Form 8-K
None
<PAGE>
<PAGE> 14
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)
Date 5/12/99 D.M. Kelly
------------- -----------------------------------------
D.M. Kelly, Chairman of the Board,
President and Chief Executive Officer
Date 5/12/99 E.J. Boyle
------------- -----------------------------------------
E.J. Boyle, Vice President, Accounting &
Finance, Treasurer and Secretary
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE SIX-MONTH PERIOD ENDED
MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<CASH> $ 23,021,702
<SECURITIES> 183,275
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<DEPRECIATION> 37,281,099
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0
0
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<SALES> 115,029,707
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<CGS> 66,413,563
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<INTEREST-EXPENSE> 235,882
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<INCOME-TAX> 7,693,529
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<NET-INCOME> 11,840,317
<EPS-PRIMARY> .74
<EPS-DILUTED> .72
</TABLE>
