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 June 30, 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 July 31, 1999 Class A - $1.00 par value 13,229,649 shares Class B - $1.00 par value 2,437,627 shares MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED)
June 30, 1999 September 30, 1998 ------------- ------------------ ASSETS Current assets: Cash and cash equivalents $ 26,452,075 $ 25,369,834 Short-term investments 201,498 229,903 Accounts receivable 46,054,690 32,892,094 Inventories: Materials and finished goods $20,661,019 $15,114,759 Labor and overhead in process 1,190,964 1,248,815 Supplies 335,870 388,219 ---------- ---------- 22,187,853 16,751,793 Other current assets 1,882,312 1,984,053 ---------- ---------- Total current assets 96,778,428 77,227,677 Investments 13,485,194 24,250,799 Property, plant and equipment: Cost 90,767,566 78,876,967 Less accumulated depreciation (39,679,261) (34,146,591) ---------- ---------- 51,088,305 44,730,376 Deferred income taxes and other assets 14,859,657 14,005,434 Goodwill 49,104,856 26,991,478 ----------- ----------- Total assets $225,316,440 $187,205,764 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Long-term debt, current maturities 7,431,176 800,252 Accounts payable 12,483,034 6,901,044 Accrued compensation 15,964,374 16,224,508 Accrued income taxes 1,625,195 3,942,617 Customer prepayments 6,751,152 7,441,088 Other current liabilities 8,674,849 8,597,060 ---------- ---------- Total current liabilities 52,929,780 43,906,569 Long-term debt 22,480,521 1,434,679 Estimated finishing costs 4,308,464 3,831,674 Postretirement benefits 19,626,760 20,082,548 Other liabilities 14,689,738 13,639,998 Shareholders' equity: Common stock: Class A, par value $1.00 14,548,056 14,414,944 Class B, par value $1.00 3,618,940 3,752,052 Other shareholders' equity 93,114,181 86,143,300 ---------- ---------- 111,281,177 104,310,296 ----------- ----------- Total liabilities and shareholders' equity $225,316,440 $187,205,764 =========== ===========
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended Nine Months Ended June 30, June 30, ------------------------- --------------------------- 1999 1998 1999 1998 ---- ---- ---- ---- Sales $ 61,405,443 $ 55,217,977 $176,435,150 $156,221,775 Cost of sales 35,912,327 30,157,581 102,325,890 86,895,061 ---------- ---------- ----------- ----------- Gross profit 25,493,116 25,060,396 74,109,260 69,326,714 Selling and administrative expenses 14,366,454 14,727,369 43,723,467 42,490,771 ---------- ---------- ----------- ----------- Operating profit 11,126,662 10,333,027 30,385,793 26,835,943 Investment income 602,371 584,965 1,390,170 1,879,684 Interest expense (264,940) (110,621) (500,822) (288,523) Other income (deductions), net (231,865) (285,843) (285,879) (181,869) Minority interest 128,121 (3,717) (95,067) (482,392) ---------- ---------- ----------- ----------- Income before income taxes 11,360,349 10,517,811 30,894,195 27,762,843 Income taxes 4,472,287 4,135,929 12,165,816 10,878,876 ---------- ---------- ----------- ----------- Net income $ 6,888,062 $ 6,381,882 $ 18,728,379 $ 16,883,967 ========== ========== =========== =========== Basic earnings per share $ .44 $ .39 $ 1.18 $ 1.03 ===== ===== ===== ===== Diluted earnings per share $ .43 $ .38 $ 1.15 $ 1.00 ===== ===== ===== ===== Dividends per share $ .045 $.0425 $ .135 $.1275 ===== ===== ===== =====
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended June 30, -------------------------- 1999 1998 ---- ---- Cash flows from operating activities: Net income $18,728,379 $16,883,967 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,399,879 5,850,195 Deferred taxes (339,253) (851,349) Net (increase) decrease in working capital items (8,026,116) 3,071,812 (Increase) decrease in other noncurrent assets (224,622) 158,769 Increase in estimated finishing costs 476,790 267,826 Increase in other liabilities 425,540 782,007 Decrease in postretirement benefits (455,788) (320,836) (Gain) loss on sales of property, plant and equipment 47,991 (16,613) Net (gain) loss on investments (154,121) 41,869 Effect of exchange rate changes on operations (268,971) 226,444 ---------- ---------- Net cash provided by operating activities 17,609,708 26,094,091 ---------- ---------- Cash flows from investing activities: Capital expenditures (11,592,652) (5,057,529) Proceeds from sales of property, plant and equipment 156,065 388,755 Acquisitions, net of cash acquired (10,278,531) (6,127,183) Investments (529,503) (1,271,543) Proceeds from disposition of investments 4,227,392 8,559,636 Collections on loans to officers and employees 208,445 346,596 ---------- ---------- Net cash used in investing activities (17,808,784) (3,161,268) ---------- ---------- Cash flows from financing activities: Proceeds from long-term debt 14,645,963 - Payments on long-term debt (600,381) (1,001,011) Proceeds from the sale of treasury stock 763,065 2,374,348 Purchases of treasury stock (11,157,235) (20,581,458) Dividends paid (2,136,584) (2,604,629) ---------- ---------- Net cash provided by (used in) financing activities 1,514,828 (21,812,750) ---------- ---------- Effect of exchange rate changes on cash (233,511) (586,110) ---------- ---------- Net increase in cash and cash equivalents $ 1,082,241 $ 533,963 ========== ========== Supplemental Cash Flow Information: Cash paid during the period for: Interest $ 500,822 $ 288,523 Income Taxes 14,168,145 9,845,724
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 Note 1. Nature of Operations Matthews International Corporation ("Matthews"), 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 memorials and other memorialization 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, Italy 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 considered necessary for fair presentation have been included. Operating results for the three-month and nine-month periods ended June 30, 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 consolidated financial statements include all majority-owned foreign and domestic subsidiaries. The consolidated financial statements also include the accounts of the Company's 50%-owned affiliates, Tukaiz Communications, L.L.C., O.N.E. Color Communications, L.L.C. and, effective April 1, 1999, S+T GmbH & Co. KG. All intercompany accounts and transactions have been eliminated. 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. MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued JUNE 30, 1999 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. Note 4. Earnings Per Share
Three Months Ended Nine Months Ended June 30, June 30, ------------------------- -------------------------- 1999 1998 1999 1998 ---- ---- ---- ---- Net income $ 6,888,062 $ 6,381,882 $18,728,379 $16,883,967 ========== ========== ========== ========== Weighted average common shares outstanding 15,788,712 16,219,037 15,901,985 16,430,678 Dilutive securities, primarily stock options 378,920 412,878 414,772 440,103 ---------- ---------- ---------- ---------- Diluted weighted average common shares outstanding 16,167,632 16,631,915 16,316,757 16,870,781 ========== ========== ========== ========== Basic earnings per share $ .44 $ .39 $1.18 $1.03 ==== ==== ==== ==== Diluted earnings per share $ .43 .38 $1.15 $1.00 ==== ==== ==== ====
Note 5. Acquisitions On June 1, 1999, Matthews purchased 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 a loan from an Italian bank, Unicredito Italiano, Parma, Italy. The loan amortization period is 15 years with interest at 4.145% for the first five years. Caggiati S.p.A., with consolidated annual sales of approximately $25 million (U.S.), is the leading supplier of bronze memorialization products in Europe. 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. Nine months ended Years ended June 30, September 30, ----------------- -------------------- 1999 1998 1998 1997 1996 ---- ---- ---- ---- ---- Sales 100.0% 100.0% 100.0% 100.0% 100.0% Gross profit 42.0 44.4 44.0 44.1 44.6 Operating profit 17.2 17.2 17.0 16.3 15.6 Income before income taxes 17.5 17.8 17.5 17.1 19.5 Net income 10.6 10.8 10.6 10.4 11.8 Sales for the nine months ended June 30, 1999 were $176.4 million and were $20.2 million, or 12.9%, higher than sales of $156.2 million for the nine months ended June 30, 1998. The sales increase for the first nine months of fiscal 1999 resulted from higher sales in all three of the Company's business segments. Sales for the Bronze segment increased 16% over the first nine months of fiscal 1998 resulting primarily from the Company's acquisition of Gibraltar Mausoleum Construction Company ("Gibraltar") in September 1998 combined with an increase in sales of memorial products and cremation equipment. Bronze segment sales for the current period also reflected the acquisition of Caggiati S.p.A. on June 1, 1999 (See "Acquisitions"). Sales for the Graphics Imaging segment were up 13% from the first nine months of fiscal 1998, primarily reflecting the Company's acquisitions of a 50% interest in O.N.E. Color Communications, L.L.C. ("O.N.E.") in May 1998 and S+T GmbH & Co. KG ("S+T") in September 1998. As a result of a change in control of S+T, the consolidated financial statements included the accounts of S+T effective April 1, 1999. Graphics Imaging segment sales for the fiscal 1999 third quarter were 11% higher than the fiscal 1998 third quarter due primarily to the acquisition of S+T. Marking Products segment sales for the nine months ended June 30, 1999 increased slightly over the same period a year ago. Sales for the segment's North American and Sweden operations grew 7% over the same period last year. These increases were offset by a decline resulting from the sale of the segment's distribution operation in France in February 1998. Results of Operations, continued: Gross profit for the nine months ended June 30, 1999 was $74.1 million, or 42.0% of sales, compared to $69.3 million, or 44.4% of sales, for the first nine months of fiscal 1998. The increase in consolidated gross profit of $4.8 million, or 6.9%, reflected higher gross profit levels in all three business segments. Increases in gross profit in the Bronze and Graphics Imaging segments resulted from higher sales, reflecting the Company's recent 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 nine months ended June 30, 1999 was also lower than the same period last year reflecting lower margins on the segment's pre-press sales, higher material costs for certain Tukaiz products and an increase in depreciation expense due to higher levels of capital investment. Gross profit and gross profit as a percent of sales for the Marking Products segment for the first nine months of fiscal 1999 were slightly higher than the same period a year ago reflecting an improved product mix. Selling and administrative expenses for the nine months ended June 30, 1999 were $43.7 million, representing an increase of $1.2 million, or 2.9%, over $42.5 million for the first nine 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 declined from the same period a year ago resulting from cost improvements combined with lower incremental selling costs with the acquisition of Gibraltar. Consolidated selling and administrative expense as a percent of sales was 24.8% for the first nine months of fiscal 1999 compared to 27.2% for the nine months ended June 30, 1998. Operating profit for the nine months ended June 30, 1999 was $30.4 million and was $3.6 million, or 13.2%, higher than the first nine months of fiscal 1998. The increase in the Company's operating profit for the first nine months of fiscal 1999 resulted primarily from higher sales in the Bronze segment. The acquisitions of Gibraltar and Caggiati in addition to 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 and Swedish operations. Operating profit for the Graphics Imaging segment for the nine months ended June 30, 1999 was lower than the same period last year due to several factors including weak demand for corrugated printing plates, lower margins on the segment's pre-press sales, 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. Investment income for the first nine months of fiscal 1999 was $1.4 million, compared to $1.9 million for the first nine 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. Results of Operations, continued: Interest expense for the nine months ended June 30, 1999 was approximately $501,000, compared to $289,000 for the first nine months of fiscal 1998. Interest expense principally related to the long-term debt and capital lease obligations of Tukaiz, new borrowings and assumed debt in connection with the acquisition of Caggiati, and the Company's obligations related to the acquisition of O.N.E. In connection with 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 nine months ended June 30, 1999 represented a net reduction to pre-tax income of $286,000, compared to a net reduction of $182,000 for the first nine months of fiscal 1998. Fiscal 1998 included gains on the sale of various fixed assets. Minority interest, which was $95,000 for the nine months ended June 30, 1999 compared to $482,000 for the same period last year, relates to income generated by Tukaiz and S+T. The reduction in minority interest for the current period reflects lower earnings by Tukaiz. The Company's effective tax rate for the first nine 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 $17.6 million for the nine months ended June 30, 1999, compared to $26.1 million for the first nine 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 income tax accruals. Operating cash flow for the nine months ended June 30, 1998 primarily reflected net income for the period adjusted for non-cash depreciation and amortization. Cash used in investing activities was approximately $17.8 million for the nine months ended June 30, 1999 compared to $3.2 million for the same period a year ago. Investing activities for the first nine months of fiscal 1999 primarily reflected capital expenditures and the acquisition of Caggiati S.p.A., which were partially offset by net proceeds of $3.7 million from the disposition of investment securities. Capital expenditures, which were $11.6 million for the first nine 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 nine months of fiscal 1998 included capital expenditures of $5.1 million, acquisitions in the Graphics Imaging segment of $6.1 million, and net proceeds of $7.3 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. Liquidity and Capital Resources, continued Cash provided by financing activities for the nine months ended June 30, 1999 was $1.5 million and included borrowings of $10.8 million (Lit. 20.2 billion) for the acquisition of Caggiati S.p.A. and $3.8 million by Tukaiz to finance capital projects. Financing activities during the current period also included net treasury stock purchases of $10.4 million and the Company's cash dividends of $0.045 per share for each of the first three quarters of fiscal 1999. Cash used in financing activities for the nine months ended June 30, 1998 was $21.8 million consisting principally of treasury stock purchases of $18.2 million, the Company's cash dividends of $0.0425 per share for each of the first three quarters of fiscal 1998 and repayments of capital lease obligations. The Company currently has available lines of credit of approximately $13 million under which there were no outstanding borrowings at June 30, 1999. At June 30, 1999 and September 30, 1998 and 1997, the Company's current ratio was 1.8, 1.8 and 1.9, respectively. The Company had cash and cash equivalents at June 30, 1999 and September 30, 1998 of $26.5 million and $25.4 million, respectively. Net working capital at June 30, 1999 was $43.8 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 June 1, 1999, Matthews purchased 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. 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. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following Exhibits to this report are filed herewith: Exhibit No. Description ------- ----------- 10.1 Caggiati S.p.A. Asset Purchase Agreement 27 Financial Data Schedule (via EDGAR) (b) Reports on Form 8-K The Registrant filed a Report on Form 8-K, dated May 4, 1999, under Item 5 in connection with the agreement by Matthews International Corporation to purchase the assets of Caggiati S.p.A. The Registrant subsequently filed a Report on Form 8-K, dated June 1, 1999, under Item 2 upon the completion of the acquisition of Caggiati S.p.A. See "Acquisitions" under Management's Discussion and Analysis of Financial Condition and Results of Operations. 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 8/11/99 D.M. Kelly ------------- ----------------------------------------- D.M. Kelly, Chairman of the Board, President and Chief Executive Officer Date 8/11/99 E.J. Boyle ------------- ----------------------------------------- E.J. Boyle, Vice President, Accounting & Finance, Treasurer and Secretary