Form 8-K Matthews declines to purchase distributor
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
19, 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
7.01
Regulation FD Disclosure
On
December 19, 2005, Matthews International Corporation (“Matthews”) reported that
The York Group, Inc. (“York”), a wholly-owned subsidiary of Matthews, has
declined to exercise its right of first refusal under its distribution agreement
with Yorktowne Caskets, Inc. ("Yorktowne") and, accordingly, will not match
the
offer of Batesville Services, Inc., an affiliate of Batesville Casket Company
(“Batesville”), to purchase the stock of Yorktowne for approximately $58
million.
A
copy of
the press release is attached hereto as Exhibit 99.1.
Yorktowne,
which is York’s largest independent distributor, entered into a distributor
agreement with York in April 2005. Under the distributor agreement, which is
in
effect until April 15, 2007, Yorktowne is required to purchase all of its
requirements for wood and metal caskets from York, with minimum annual purchase
requirements. The agreement also prohibits a “substantial change of control” of
Yorktowne without York’s prior written consent. York has not consented to any
substantial change of control of Yorktowne. Currently Batesville, Yorktowne,
and
the shareholders of Yorktowne are subject to a preliminary injunction
prohibiting them from completing the proposed purchase of Yorktowne. That
preliminary injunction is subject to a pending appeal, but it remains in effect
unless and until it is dissolved by the court.
Item
9.01
Financial Statements and Exhibits
| |
99.1
|
Press
Release, dated December 19, 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:
December 19, 2005