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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 22, 1999
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, Pennsylvania 15212
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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 5. OTHER EVENTS
At a meeting on July 22, 1999, the Board of Directors of the Company approved
the addition of new Section 2.09 to Article II of the By-laws of the Company.
The new section of the By-laws requires that any shareholder of the Company
intending to present a proposal for action by the shareholders at an annual
meeting must give written notice of the proposal, containing specified
information, to the Secretary of the Company not later than the notice
deadline established under the new section of the By-laws.
The notice deadline will generally be 75 days prior to the anniversary date
of the Company's annual meeting for the previous year. For the year 2000
annual meeting, this notice deadline will be December 8, 1999. Compliance
with the notice requirements of the new section of the By-laws will be
required in order for a shareholder proposal to be presented for a shareholder
vote at an annual or special meeting. The advance notice By-law is in
addition to the provisions of the Restated Articles of Incorporation of the
Company governing the nomination of director candidates.
The new section of the By-laws will not affect any rights of a shareholder to
request inclusion of a proposal in the Company's proxy statement pursuant to
Securities and Exchange Commission Rule 14a-8 or to present for action at an
annual meeting any proposal so included. Rule 14a-8 requires that notice of
shareholder proposals requested to be included in the Company's proxy
materials pursuant to that Rule must generally be furnished to the Company not
later than 120 days prior to the anniversary date of the Company's proxy
statement for the previous year's annual meeting. For the year 2000 annual
meeting, the Rule 14a-8 notice deadline is October 29, 1999.
ITEM 7. EXHIBITS
The following Exhibit to this report is filed herewith:
Exhibit
No. Description
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3.1 Restated By-laws
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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 thereunto duly authorized.
MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By Edward J. Boyle
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Edward J. Boyle
Vice President, Accounting &
Finance, Treasurer and Secretary
Date: July 26, 1999