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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):
December 3, 2001
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, PA 15212-5851
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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 December 3, 2001, Matthews International Corporation ("Matthews") completed
its merger with The York Group, Inc. ("York"), which Matthews initially
announced on May 23, 2001. Matthews merged its wholly-owned subsidiary,
Empire Merger Corporation, into York and thereby purchased all outstanding
common shares of York. Matthews paid cash of $11.00 per share to York
stockholders of record as of the end of trading on December 3, 2001. The
purchase price was determined as a result of negotiations between Matthews and
York and consisted of $10 cash per share plus an additional $1 cash per share
based on the excess cash remaining on York's balance sheet as of October 31,
2001. At December 3, 2001, there were 8,940,950 shares of York common stock
outstanding. The transaction was financed by Matthews through a loan under a
$125.0 million Revolving Credit Facility with Citizens Bank of Pennsylvania,
as Agent; PNC Bank, National Association; National City Bank of Pennsylvania;
and Fifth Third Bank.
York is the second leading casket manufacturer in the United States with
annual sales of approximately $130 million.
The assets of the business purchased by Matthews were used in the manufacture
and sale of wood and metal caskets. Matthews intends to continue the business
as a separate business segment. York will operate as a wholly-owned
subsidiary of Matthews.
Computershare Trust Company of New York has been appointed to serve as the
"Paying Agent." As such, stockholders of York have been advised in writing by
the Paying Agent as to the procedure for redeeming their shares.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Acquired Business
The financial statements required pursuant to this Item and the requirements
of the Securities Exchange Act of 1934 are incorporated by reference:
Filing Reference
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Audited financial statements for the Form 10-K of The York Group,
year ended December 31, 2000 Inc. for the year ended
December 31, 2000
Unaudited financial statements for the Form 10-Q of The York Group,
nine-month period ended September 30, 2001 Inc. for the quarter ended
September 30, 2001
(b) Pro Forma Financial Information
It is impracticable for the Registrant to provide the required pro forma
financial information at the time this report is being filed. Pro Forma
financial information required pursuant to this Item and the requirements of
the Securities Exchange Act of 1934 will be filed by amendment to this Report
within 60 days from the filing of this Report as permitted by Item 7(b)(2) of
Form 8-K.
(c) Exhibits
Exhibit
No. Description
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10.1 Agreement And Plan Of Merger By And Among Matthews International
Corporation, Empire Merger Corp. and The York Group, Inc., dated
as of May 24, 2001; incorporated by reference to Exhibit No. 10.3
to Form 8-K, dated May 24, 2001.
99.1 Press Release - Merger
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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 hereunto duly authorized.
MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By Edward J. Boyle
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Edward J. Boyle
Chief Financial Officer,
Secretary and Treasurer
Date: December 17, 2001