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):
May 28,
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 1.01
Entry into a Material Definitive Agreement
On May
28, 2005, Matthews International Corporation (“Matthews”) signed a definitive
agreement to purchase substantially all of the assets and assume certain of the
liabilities of Milso Industries (“Milso”). Milso is one of the leading
manufacturers and marketers of caskets in the United States. 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 is
headquartered in Brooklyn, New York, 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.
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 will enter into five year employment agreements. Such employment
agreements will provide base compensation, plus bonuses based on the future
performance of the combined business. Also, Matthews or one its affiliates will
enter into leases to occupy most of the facilities currently occupied by Milso
with respect to its operations.
The
transaction is contingent upon regulatory approval under the Hart-Scott-Rodino
Act (“HSR”). Closing of the transaction is expected as soon as practicable after
HSR approval is obtained.
Milso
reported revenues of approximately $85 million in 2004 and has in excess of 400
employees nationwide. The Company intends to continue to actively use the brand
names of both York and Milso.
A copy of
the press release announcing the acquisition is attached hereto as Exhibit
99.1.
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits
| |
99.1 |
Press
Release, dated May 31, 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:
June 1, 2005