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 11,
2005
MATTHEWS
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Pennsylvania |
0-9115 |
25-0644320 |
|
(State
or other jurisdiction of incorporation |
(Commission
File Number) |
(IRS
Employer 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
Item 2.01
Completion of Acquisition or Disposition of Assets
On July
11, 2005, Matthews International Corporation (“Matthews”) completed the purchase
of substantially all of the assets and assumption of certain of the liabilities
of Milso Industries (“Milso”). Parties to the agreement are Matthews (including
its wholly-owned subsidiaries The York Group, Inc. (“York”) and Midnight
Acquisition Corporation) and the Milso-related legal entities Milso Industries,
LLC, Milso Industries, Inc., and SBC Holding Corporation (including the
shareholders of those entities). Milso, headquartered in Brooklyn, New York, is
one of the leading manufacturers and marketers of caskets in the United States.
Milso has manufacturing operations in Richmond, Indiana and maintains
distribution centers throughout the Northeast, Mid-Atlantic, Midwest and
Southwest regions of the United States. The acquisition is designed to expand
Matthews’ products and services in the casket market. Matthews will continue to
actively use the brand names of both York and Milso.
The
transaction was structured as an asset purchase, at an initial purchase price of
$95 million. The deal was also structured to include potential additional asset
purchase consideration of $7.5 million contingent on the fiscal 2006 performance
of the acquired operations. As part of the purchase, certain key management of
Milso entered into five year employment agreements that provide for base
compensation, plus bonuses based on the future performance of the combined
business. Also, Matthews or one of its affiliates has entered into leases to
occupy most of the facilities occupied by Milso with respect to its
operations.
Coincident
with the completion of the acquisition, Harry Pontone, one of the Milso selling
shareholders, was named President of Matthews’ Casket Division, which includes
both York and Milso products.
A copy of
the press release announcing the completion of the acquisition is attached
hereto as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits
| 10.1 |
Asset
Purchase Agreement by and among The York Group, Inc., Midnight Acquisition
Corporation, Milso Industries, Inc., Milso Industries, LLC, SBC Holding
Corporation, the Shareholders identified therein and Matthews
International Corporation. |
| |
10.2
|
Key
Employee Employment Agreement by and between The York Group, Inc. and
Harry Pontone dated May 28, 2005 and effective July 11,
2005. |
| |
99.1 |
Press
Release, dated July 11, 2005, issued by Matthews International
Corporation. |
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.
MATTHEWS
INTERNATIONAL CORPORATION
(Registrant)
By
Steven F. Nicola
Steven F.
Nicola
Chief
Financial Officer,
Secretary
and Treasurer
Date:
July 14, 2005