1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
[X] Definitive Proxy Statement Commission only
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11c or Rule 14a-12
MATTHEWS INTERNATIONAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
----------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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2
MATTHEWS INTERNATIONAL CORPORATION
2003
NOTICE
OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
3
Matthews International Corporation
Corporate Office
Two NorthShore Center
Pittsburgh, Pennsylvania 15212-5851
412.442.8200 Fax 412.442.8290
Notice of
ANNUAL MEETING OF SHAREHOLDERS
To be held February 13, 2003
To Our Shareholders:
The Annual Meeting of the Shareholders of Matthews International Corporation
will be held at 6:00 PM on Thursday, February 13, 2003 at Sheraton Station
Square, Seven Station Square Drive, Pittsburgh, Pennsylvania, for the purpose
of considering and acting upon the following:
1. To elect one Director of the Company for a term of three years.
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
certified public accountants to audit the records of the Company for the
fiscal year ending September 30, 2003.
3. To transact such other business as may properly come before the meeting.
Shareholders of record as of December 31, 2002 will be entitled to vote at the
Annual Meeting or any adjournments thereof.
Please indicate on the enclosed proxy card whether you will or will not be
able to attend this meeting. Return the card in the enclosed envelope as soon
as possible. If you receive more than one proxy card (for example, because
you own common stock in more than one account), please be sure to complete and
return all of them.
We hope you can be with us for this important occasion.
Sincerely,
Edward J. Boyle
Edward J. Boyle
Corporate Secretary
January 13, 2003
4
Matthews International Corporation
Two NorthShore Center
Pittsburgh, PA 15212 - 5851
412 / 442-8200
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the Company
whose principal executive offices are located at Two NorthShore Center,
Pittsburgh, Pennsylvania 15212. This Proxy Statement and the accompanying
proxy were first released to shareholders on January 13, 2003.
Execution of the proxy will not affect a shareholder's right to attend the
meeting and vote in person. Any shareholder giving a proxy has the right to
revoke it at any time before it is voted by giving notice to the Corporate
Secretary or by attending the meeting and voting in person.
Matters to be considered at the Annual Meeting are those set forth in the
accompanying notice. Shares represented by proxy will be voted in accordance
with instructions. In the absence of instructions to the contrary, the proxy
solicited will be voted for the proposals set forth.
Management does not intend to bring before the meeting any business other than
that set forth in the Notice of Annual Meeting of Shareholders. If any other
business should properly come before the meeting, it is the intention of
Management that the persons named in the proxy will vote in accordance with
their best judgment.
OUTSTANDING STOCK AND VOTING RIGHTS
The Company has one class of stock outstanding: Class A Common Stock, par
value $1.00 per share, referred to as the "Common Stock."
Each outstanding share of Common Stock of the Company entitles the holder to
one vote upon any business properly presented at the shareholders' meeting.
Cumulative voting is not applicable to the election of directors.
The Board of Directors of the Company has established December 31, 2002 as the
record date for shareholders entitled to vote at the Annual Meeting. The
transfer books of the Company will not be closed. A total of 31,357,742 shares
of Common Stock are outstanding and entitled to vote at the meeting.
Abstentions and broker non-votes have no effect on any proposal to be voted
upon. Broker non-votes as to any matter are shares held by brokers and other
nominees which are voted at the meeting on matters as to which the nominee has
discretionary authority, but which are not voted on the matter in question
because the nominee does not have discretionary voting authority as to
such matter.
5
GENERAL INFORMATION REGARDING CORPORATE GOVERNANCE
Board of Directors
The Board of Directors is the ultimate governing body of the Company. As such,
it functions within a framework of duties and requirements established by
statute, government regulations and court decisions. Generally, the Board of
Directors reviews and confirms the basic objectives and broad policies of the
Company, approves various important transactions, appoints the officers of the
Company and monitors Company performance in key results areas.
Board Composition
The Restated Articles of Incorporation of the Company provide that the Board
of Directors has the power to set the number of Directors constituting the
full Board, provided that such number shall not be less than five nor more
than fifteen. Until further action, the Board of Directors has fixed the
number of directors constituting the full Board at seven, divided into three
classes. The terms of office of the three classes of Directors end in
successive years.
During fiscal year 2002, there were five regularly scheduled meetings of the
Board of Directors.
Board Committees
There are three standing committees appointed by the Board of Directors -- the
Executive, Audit and Compensation Committees.
Management has the same responsibility to each committee as it does to the
Board of Directors with respect to providing adequate staff services and
information. Furthermore, each committee has the same power as the Board of
Directors to employ the services of outside consultants and to have
discussions and interviews with personnel of the Company and others.
The principal functions of the three standing committees are summarized as
follows:
Executive Committee
The Executive Committee is appointed by the Board of Directors to have and
exercise during periods between Board meetings all of the powers of the Board
of Directors, except that the Executive Committee may not elect directors,
change the membership of or fill vacancies in the Executive Committee, change
the By-laws of the Company or exercise any authority specifically reserved by
the Board of Directors. Among the functions customarily performed by the
Executive Committee during periods between Board meetings are the approval,
within limitations previously established by the Board of Directors, of the
principal terms involved in sales of securities of the Company, and such
reviews as may be necessary of significant developments in major events and
litigation involving the Company. In addition, the Executive Committee is
called upon periodically to provide advice and counsel in the formulation of
corporate policy changes and, where it deems advisable, make recommendations
to the Board of Directors.
6
The Executive Committee holds meetings at such times as are required. During
fiscal year 2002, the Executive Committee met a total of six times. The
members of the Committee are David M. Kelly (Chairman), David J. DeCarlo and
Thomas N. Kennedy.
Audit Committee
The principal function of the Audit Committee is to serve as an independent
and objective party to monitor the Company's financial reporting and internal
control systems. The Committee periodically reviews and appraises the
Company's independent accountants and the Company's internal audit department
and serves as a vehicle to provide an open avenue of communication between the
Company's Board of Directors and financial management, the internal audit
department, and independent accountants. The Committee is responsible for
appointing the Company's independent accountants.
The Committee members are John P. O'Leary, Jr. (Chairman), William J.
Stallkamp and Robert J. Kavanaugh. During fiscal year 2002, the Audit
Committee met twice.
Compensation Committee
The principal function of the Compensation Committee, the members of which are
William J. Stallkamp (Chairman), Robert J. Kavanaugh and John D. Turner, is to
review periodically the suitability of the remuneration arrangements
(including benefits), other than stock remuneration, for the principal
executives of the Company. A subcommittee of the Compensation Committee, the
Stock Compensation Committee, the members of which are Messrs. Stallkamp
(Chairman), Kavanaugh and Turner, consider and grant stock remuneration and
administer the Company's 1992 Stock Incentive Plan. The Compensation
Committee met four times during fiscal year 2002.
Meeting Attendance
Under the applicable rules of the Securities and Exchange Commission, the
Company's Proxy Statement is required to name those directors who during the
preceding year attended fewer than 75% of the total number of meetings held by
the Board and by the Committees of which they are members. During fiscal year
2002, all directors attended more than 75% of such meetings for which they
were eligible.
Compensation of Directors
Pursuant to the Director Fee Plan, directors who are not also officers of the
Company each receive as an annual retainer fee shares of the Company's Class A
Common Stock equivalent to approximately $16,000. In addition, each such
director is paid $1,000 for every meeting of the Board of Directors attended
and (other than a Chairman) $500 for every committee meeting attended. The
Chairman of a committee of the Board of Directors is paid $700 for every
committee meeting attended. Directors may also elect to receive the common
stock equivalent of meeting fees. Each director may elect to be paid these
shares on a current basis or have such shares credited to a deferred stock
account as phantom stock. No other remuneration is otherwise paid by the
Company to any director for services as a director.
7
PROPOSAL 1
ELECTION OF DIRECTOR
Nominations for election to the Board of Directors may be made by the Board of
Directors or by the shareholders. William J. Stallkamp, whose term of office
is expiring, has been nominated by the Board to serve for a three-year term
that will end in 2006. Nominations made by the shareholders shall be made in
writing in accordance with Section 6.1 of the Restated Articles of
Incorporation. No such nominations have been received. Thomas N. Kennedy,
whose term of office is also expiring, will be retiring from the Board upon
the expiration of his term in February 2003.
The Board of Directors has no reason to believe that the nominee will become
unavailable for election. If the nominee should become unavailable prior to
the meeting, the accompanying proxy will be voted for the election in the
nominee's place of such other person as the Board of Directors may recommend.
The Board of Directors recommends that you vote FOR the election of Director.
The following information is furnished with respect to the person nominated by
the Board of Directors for election as a director and with respect to the
continuing directors.
Nominee
William J. Stallkamp, age 63, has been a Director of the Company since 1981.
Mr. Stallkamp was a Vice Chairman of Mellon Financial Corporation, a financial
services company, in Pittsburgh, PA and Chairman and Chief Executive Officer
of Mellon PSFS in Philadelphia, PA until his retirement on January 1, 2000.
Until January 2002, he was a fund advisor and Chairman of the Operations Group
at Safeguard Scientifics, Inc., a technology company. Currently, he is
Managing Partner of Penn Hudson Financial Group, a private investment bank in
Philadelphia. He received a Bachelor of Science Degree in Business
Administration from Miami University of Oxford, Ohio. He serves as a Director
of W.J. Cowee, Inc., United Concordia Companies, Inc., Akcelerant Holdings,
Inc., Highmark Blue Cross/Blue Shield and The Smithers-Oasis Company. He also
serves as the Chairman of the Board of Directors for YMCA of Philadelphia and
Vicinity. He is a member of the Board of the Southeastern Pennsylvania
Chapter of the American Red Cross and the Franklin Institute and Gwynedd -
Mercy College.
Continuing Directors
David M. Kelly, age 60, was elected Chairman of the Board on March 15, 1996.
He joined Matthews on April 3, 1995 as President and Chief Operating Officer
and was appointed Chief Executive Officer on October 1, 1995. Prior to his
employment with Matthews, Mr. Kelly was employed by Carrier Corporation for
22 years. During that time, his positions included Marketing Vice President
for Asia Pacific; President of Japanese Operations; Vice President,
Manufacturing; President of North American Operations; and Senior Vice
President for Carrier's residential and light commercial businesses. Mr.
Kelly received a Bachelor of Science in Physics from Boston College in 1964, a
Master of Science Degree in Molecular Biophysics from Yale University in 1966,
and a Master of Business Administration from Harvard Business School in 1968.
He is Chairman of the Executive Committee and the Jas. H. Matthews & Co.
Educational and Charitable Trust, a member of the Pension Board, and serves on
the boards of various subsidiaries of Matthews International Corporation. Mr.
Kelly is a member of the Board of Directors of DQE, Inc., Mestek, Inc.,
Elliott Company, and the United Way of Allegheny County.
8
David J. DeCarlo, age 57, is President, Bronze Division and has been a
Director of the Company since 1987. He was elected President, Bronze Division
in November 1993. Mr. DeCarlo received a Bachelor of Science Degree in
Industrial Management from West Virginia University in 1967, a Master of Arts
Degree in Economics and Statistics from the University of Pennsylvania in
1970, and an M.B.A. in Finance from the University of Pennsylvania Wharton
School of Finance in 1971 where he also completed all the required courses for
a Ph.D. in Applied Economics and Finance. Prior to joining Matthews, Mr.
DeCarlo held various management positions with Reynolds Aluminum Company,
Westinghouse Electric Corporation, and Joy Manufacturing Company where his
last position was Vice President of Field Operations.
Robert J. Kavanaugh, age 65, has been a Director of the Company since 1998.
Mr. Kavanaugh is a retired partner of the Pittsburgh office of Arthur Andersen
LLP, an accounting firm. Mr. Kavanaugh has more than 38 years of experience
assisting clients in numerous industries and has extensive experience
in public reporting, SEC related matters, and mergers and acquisitions.
Mr. Kavanaugh served as the advisory partner to a number of major clients,
both public and private. Mr. Kavanaugh retired from Arthur Andersen LLP in
August 1996.
John P. O'Leary, Jr., age 56, has been a Director of the Company since 1992.
Mr. O'Leary was appointed Senior Vice President, SCA North America, a
packaging supplier, in May 2002. Prior thereto, he was President and Chief
Executive Officer of Tuscarora Incorporated ("Tuscarora"), a wholly-owned
subsidiary of SCA Packaging International B.V. and a division of SCA North
America. Tuscarora is a leading producer and manufacturer of custom design
protective packaging. Preceding SCA's acquisition of Tuscarora, Mr. O'Leary
served as Chairman of Tuscarora's Board of Directors. Mr. O'Leary holds a
Masters in Business Administration from the University of Pennsylvania Wharton
School of Business and received a Bachelor's Degree in Economics from
Gettysburg College. He currently serves on the Board of Directors of the
Beaver County Educational Trust and is a Trustee of Gettysburg College.
John D. Turner, age 56, was elected to the Board of Directors of the Company
in April 1999. Mr. Turner has been Chairman and Chief Executive Officer of
Copperweld Corporation, a manufacturer of tubular and bimetallic wire products
and wholly-owned subsidiary of The LTV Corporation, since December 2001.
Prior thereto, Mr. Turner had been Executive Vice President and Chief
Operating Officer of The LTV Corporation, an integrated steel producer, and
President of LTV Copperweld. Mr. Turner was previously President and Chief
Executive Officer of Copperweld Corporation. He joined Copperweld in 1984 as
Group Vice President - Marketing & Sales and later held the positions of Group
Vice President - Specialty Bar & Tubing and Executive Vice President. Mr.
Turner received a Bachelor's Degree in Biology from Colgate University. He
currently serves on the Board of Directors of DQE, Inc., the Coalition of
Christian Outreach, and Greater Pittsburgh Council, Boy Scouts of America.
Mr. Turner is also a member of the Advisory Board of the Fellowship of
Christian Athletes. He also serves on the national Board of Directors of the
Council of Leadership Foundations.
9
The term for each nominee and Director is listed below:
Term to expire at Annual
Nominee Meeting of Shareholders in:
William J. Stallkamp 2006
Continuing Directors
David J. DeCarlo 2004
Robert J. Kavanaugh 2004
John P. O'Leary, Jr. 2004
David M. Kelly 2005
John D. Turner 2005
PROPOSAL 2
SELECTION OF AUDITORS
The Audit Committee of the Company's Board of Directors has appointed
PricewaterhouseCoopers LLP as independent certified public accountants to
audit the records of the Company for the year ending September 30, 2003.
The Board of Directors has determined that it would be desirable to request an
expression of opinion from the shareholders on the appointment. Ratification
of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote
of a majority of all the votes cast by shareholders of Common Stock entitled
to vote at the meeting. If the shareholders do not ratify the selection of
PricewaterhouseCoopers LLP, the selection of alternative independent certified
public accountants will be considered by the Audit Committee.
It is not expected that any representative of PricewaterhouseCoopers LLP will
be present at the Annual Meeting of Shareholders.
The Board of Directors recommends that you vote FOR Proposal 2.
OTHER INFORMATION
Certain Reportable Transactions
The Securities and Exchange Commission requires disclosure of certain business
transactions or relationships between the Company, or its subsidiaries, and
other organizations with which any of the Company's directors are affiliated
as an owner, partner, director, officer or employee. Briefly, disclosure is
required where such a business transaction or relationship meets the standards
of significance established by the Securities and Exchange Commission with
respect to the types and amounts of business transacted. The Company is aware
of no transaction requiring disclosure pursuant to this item during the past
fiscal year.
10
Stock Ownership
The Company's Articles of Incorporation divide its voting stock into three
classes: Preferred Stock and Class A and Class B Common Stock. At the
present time, none of the Preferred Stock is issued or outstanding. In
addition, in September 2001, all outstanding shares of Class B Common Stock
were automatically converted to an equivalent number of Class A shares. The
following information is furnished with respect to persons who the Company
believes, based on its records, beneficially own more than five percent of the
outstanding shares of Class A Common Stock of the Company, and with respect to
directors, officers and executive management. Those individuals with more
than five percent of such shares could be deemed to be "control persons" of
the Company.
This information is as of November 30, 2002.
Number of
Class A Shares
Name of Beneficially Percent
Beneficial Owner (1) Owned (2) of Class
---------------- -------------- --------
Directors, Officers and Executive Management:
--------------------------------------------
D.M. Kelly 613,654 (3) 1.9%
J.C. Bartolacci 69,566 (3) 0.2
E.J. Boyle 159,000 (3) 0.5
D.J. DeCarlo 894,376 (3) 2.8
R.J. Kavanaugh 2,000 *
T.N. Kennedy 60,000 0.2
J.P. O'Leary, Jr. 23,824 0.1
R.J. Schwartz 116,950 (3) 0.4
W.J. Stallkamp 12,000 *
J.D. Turner 4,000 *
All directors, officers and executive
management as a group (15 persons) 2,108,928 (3) 6.5
Others:
------
Ariel Capital Management, Inc.
200 East Randolph Drive, Suite 2900
Chicago, IL 60601 3,672,925 11.7
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202 3,133,700 10.0
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158 2,313,682 7.4
* Less than 0.1%
(1) Unless otherwise noted, the mailing address of each beneficial owner is
the same as that of the Registrant.
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(2) The nature of the beneficial ownership for all shares is sole voting and
investment power, except as follows:
Mr. Schwartz has sole voting power except for 80 shares held by
Mr. Schwartz as custodian for daughter.
Ariel Capital Management, Inc. has no beneficial interest in any of the
3,672,925 shares owned. Ariel Capital Management, Inc. holds the
shares solely for its clients of whom none of them individually owns
5% or more of Matthews International Corporation common stock. Ariel
Capital Management, Inc., in its capacity as investment advisor, has
sole voting power for 3,338,625 shares and sole investment discretion
for 3,672,925 shares.
Shares held by T. Rowe Price Associates, Inc. ("Price Associates") are
owned by various individual and institutional investors, including
T. Rowe Price Small-Cap Stock Fund, Inc. (which owns 1,733,100
shares), for which Price Associates serves as investment advisor with
power to direct investments and/or power to vote the shares. For
purposes of the reporting requirements of the Securities Exchange
Act of 1934, Price Associates is deemed to be a beneficial owner of
such shares; however, Price Associates expressly disclaims that it
is, in fact, the beneficial owner of such shares. Price Associates
has sole dispositive power for 3,133,700 shares and sole voting power
for 949,200 shares.
Neuberger Berman, LLC ("NB"), as a registered investment advisor, may
have discretionary authority to dispose of or to vote shares that
are under its management. As a result, NB may be deemed to have
beneficial ownership of such shares. NB does not, however, have any
economic interest in the shares. The clients are the actual owners
of the shares and have the sole right to receive and the power to
direct the receipt of dividends from or proceeds from the sale of
such shares. As of November 30, 2002, of the shares set forth in the
table, NB had shared dispositive power with respect to 2,313,682
shares, sole voting power with respect to 166,500 shares and shared
voting power on 1,427,700 shares. With regard to the shared voting
power, Neuberger Berman Management, Inc. and Neuberger Berman Funds
are deemed to be beneficial owners for purpose of Rule 13(d) since
they have shared power to make decisions whether to retain or dispose
of the shares. NB is the sub-advisor to the above referenced Funds.
It should be further noted that the above mentioned shares are also
included with the shared power to dispose calculation.
(3) Includes options exercisable within 60 days of November 30, 2002 as
follows: Mr. Kelly, 458,200 shares; Mr. Bartolacci, 63,566 shares;
Mr. Boyle, 86,000 shares; Mr. DeCarlo, 314,667 shares; Mr. Schwartz,
92,666 shares; and all directors and officers as a group, 1,078,766
shares.
Changes in Control:
The Company knows of no arrangement which may, at a subsequent date, result in
a change in control of the Company.
12
Executive Management
The Executive Management of the Company as of December 31, 2002 was as
follows:
Year First
Elected as
Name Age an Executive Positions with Registrant
---- --- ------------ -------------------------
David M. Kelly 60 1995 President and Chief Executive
Officer
Joseph C. Bartolacci 42 2002 President, Matthews Europe
Edward J. Boyle 56 1991 Chief Financial Officer,
Secretary and Treasurer
David J. DeCarlo 57 1986 President, Bronze Division
Brian J. Dunn 45 2000 President, Marking Products
Division
Lawrence W. Keeley, Jr. 41 2000 President, Graphic Systems Division
Jonathan H. Maurer 47 2002 President, York Casket Division
Steven F. Nicola 42 1995 Vice President, Accounting &
Finance
Paul F. Rahill 46 2002 President, Cremation Division
Robert J. Schwartz 55 1998 Group President, Graphic Systems &
Marking Products Divisions
During the past five years, the business experience of each executive named
has been as reflected above or in a management capacity with the Company,
except as follows. Mr. Dunn joined the Company in November 1998. Prior
thereto, he was a regional sales manager for the Automation Division of
Rockwell International Corporation, an industrial automation company. Mr.
Keeley joined the Company in September 1999. Prior thereto, he was a Vice
President for Container Graphics Corporation, a provider of printing plates,
cutting dies and services to the packaging industry. Mr. Maurer joined the
Company in April 2002. He had been an independent business consultant since
April 2000 and a Senior Vice President of Calgon Carbon Corporation, a
supplier of purification systems, prior thereto. Mr. Rahill rejoined the
Company in October 2002. He previously was President of Industrial Equipment
and Engineering Company (a wholly-owned subsidiary of Matthews International
Corporation) until his retirement in April 2000. He performed independent
consulting services from April 2000 until October 2002.
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Compensation of Executive Management and Retirement Benefits
The following table sets forth the individual compensation information for the
fiscal years ended September 30, 2002, 2001 and 2000 for the Company's Chief
Executive Officer and the four most highly compensated executives.
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation
----------------- -----------------------
Awards Payouts
------ ------- All
Securities Other
Name of Individual Underlying LTIP Compen-
and Principal Position Year Salary Bonus Options Payouts sation
---------------------- ---- ------- ------- ---------- --------- -------
(1) (Shares) (2) (3)
David M. Kelly 2002 $412,002 $422,642 140,000 $550,000 $ 204
Chairman of the Board and 2001 376,506 385,365 112,000 262,878 1,195
Chief Executive Officer 2000 367,117 360,585 None 736,928 117
David J. DeCarlo 2002 250,245 177,282 38,000 217,841 1,892
Director and President, 2001 238,380 174,685 28,000 372,415 1,564
Bronze Division 2000 236,095 163,498 None 761,709 1,492
Edward J. Boyle 2002 200,250 124,200 35,000 124,909 1,472
Chief Financial Officer, 2001 174,300 109,876 26,000 114,639 990
Secretary and Treasurer 2000 160,232 94,876 None 190,292 2,142
Joseph C. Bartolacci 2002 166,050 85,000 18,000 88,741 39,330
President, Matthews Europe
Robert J. Schwartz 2002 183,255 4,228 30,000 None 3,661
Group President, Graphic 2001 165,450 2,771 24,000 90,770 4,432
Systems & Marking 2000 139,913 85,646 10,000 118,929 3,189
Products Divisions
(1) Includes the current portion of management incentive plan and supplemental management
incentive payments. The Company has adopted a management incentive plan for officers and
key management personnel. Participants in such plan are not eligible for the Company's
profit distribution plan. The incentive plan is based on improvement in divisional and
Company economic value added and the attainment of established personal goals. A portion
of amounts earned are deferred by the Company and are payable with interest at a market
rate over a two-year period contingent upon economic value added performance and continued
employment during such period. See Long-Term Incentive Plans - Awards in Last Fiscal Year
table. In addition, payments include a supplement in amounts which are sufficient to pay
annual interest expense on the outstanding notes of management under the Company's
Designated Employee Stock Purchase Plan and to pay medical costs which are not otherwise
covered by a Company plan.
(2) Represents payments of deferred amounts under the management incentive plan.
14
(3) Includes premiums for term life insurance and educational assistance for dependent children.
Each officer of the Company is provided term life insurance coverage in an amount equivalent
to approximately three times their respective salary. Educational assistance for dependent
children is provided to any officer or employee of the Company whose child meets the
scholastic eligibility criteria and is attending an eligible college or university. Amounts
reported in this column include only life insurance benefit costs, except for Mr. Bartolacci
and Mr. Schwartz. In fiscal years 2002, 2001 and 2000, Mr. Schwartz received $2,400, $3,600
and $2,400, respectively, under the educational assistance program. The amount reported in
this column for Mr. Bartolacci includes supplemental compensation of $38,886 to cover
expenses while on an international assignment.
The Summary Compensation Table does not include expenses of the Company for
incidental benefits of a limited nature to executives, including the use of
Company vehicles, club memberships, dues, or tax planning services. The
Company believes such incidental benefits are in the conduct of the Company's
business; but, to the extent such benefits and use would be considered
personal benefits, the value thereof is not reasonably ascertainable and does
not exceed, with respect to any individual named in the Summary Compensation
Table, the lesser of $50,000 or 10% of the annual compensation reported in
such table.
Long-Term Incentive Plans - Awards in Last Fiscal Year
Performance Estimated Future
or Other Payouts Under
Number Period Non-Stock Price-
of Shares Until Based Plans
or Other Maturation ----------------
Name Rights or Payout Maximum
------------- ---------- ----------- ----------------
D.M. Kelly - 2 Years $ 441,867
D.J. DeCarlo - 2 Years 180,653
E.J. Boyle - 2 Years 130,088
J.C. Bartolacci - 2 Years 89,018
R.J. Schwartz - - None
The Company has a management incentive plan based on improvement in divisional and
Company economic value added and the attainment of established personal goals. A
portion of amounts earned are deferred by the Company and are payable with interest at
a market rate over a two-year period contingent upon economic value added performance
and continued employment during such period. Payment of these amounts may be subject
to further deferral by the Company under the deferred compensation provisions of the
management incentive plan.
15
Option/SAR Grants in Last Fiscal Year
Potential Realized
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants (1) Option Term
----------------------------------------------------------------- ----------------------
Percent
of Total
Number of Options
Securities Granted to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted Year per Share Date 5% 10%
-------------- ---------- ---------- --------- ---------- ---------- --------
D.M. Kelly 140,000 34.4% $24.37 1/17/12 $2,145,663 $5,437,531
D.J. DeCarlo 38,000 9.3 24.37 1/17/12 582,394 1,475,901
E.J. Boyle 35,000 8.6 24.37 1/17/12 536,416 1,359,383
J.C. Bartolacci 18,000 4.4 24.37 1/17/12 275,871 699,111
R.J. Schwartz 30,000 7.4 24.37 1/17/12 459,785 1,165,185
(1) All options were granted at market value as of the date of grant. Options are
exercisable in various share amounts based on the attainment of certain market value
levels of Class A Common Stock, but, in the absence of such events, are exercisable in
full for a one-week period beginning five years from the date of grant. In addition,
options vest in one-third increments after three, four and five years, respectively,
from the grant date (but, in any event, not until the attainment of the certain market
value levels described above). The options are not exercisable within six months from
the date of grant and expire on the earlier of ten years from the date of grant, upon
employment termination, or within specified time limits following voluntary employment
termination (with consent of the Company), retirement or death.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Number of Value of Unexercised
Shares Securities Underlying In-the-Money Options
Acquired Unexercised Options at Fiscal Year End
On Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
--------------- -------- -------- ----------- ------------- ----------- -------------
D.M. Kelly 183,800 $3,330,895 514,867 645,333 $6,931,949 $4,817,927
D.J. DeCarlo 300,000 5,241,688 299,334 264,666 4,195,183 2,125,074
E.J. Boyle 130,000 2,104,391 52,000 189,000 488,237 1,522,110
J.C. Bartolacci 79,767 1,393,963 16,900 93,333 182,267 828,306
R.J. Schwartz 84,000 1,643,552 61,334 98,666 778,717 725,014
16
Report of the Compensation Committee
The Company's executive compensation policies are administered by the
Compensation Committee of the Board of Directors. The Committee consists of
three independent, non-employee directors: Messrs. Stallkamp (Chairman),
Kavanaugh and Turner. Executive compensation for the Company's chief
executive officer and the four other most highly compensated executives is
presented in the Summary Compensation Table.
Objectives and Policies
The Compensation Committee seeks to:
.. Ensure that there is a strong linkage between executive compensation and
the creation of shareowner value;
.. Align the interests of the Company's executives with those of its
stockholders through potential stock ownership;
.. Ensure that compensation and incentives are at levels which enable the
Company to attract and retain high-quality executives.
Components of Compensation
The Company's executive compensation program presently is comprised of three
elements: base salary, annual incentives (bonuses) and stock options. An
executive compensation consulting firm is periodically engaged to provide
comparative market compensation data. The Company endeavors to determine that
executives' base salary levels and opportunities for incentive compensation
are competitive in the marketplace.
Base Salary
The objective of the base salary policy is to provide income at a median level
in comparison to a peer group and to reflect individual performance. An
outside consulting firm specializing in such services is retained periodically
to compare executives' responsibilities with a peer group of other
corporations whose annual revenues range between $250 million and
$500 million. Accordingly, base salaries of executives for calendar 2002 were
increased over calendar 2001 to reflect competitive market pay practices.
Annual Incentive Compensation (Bonuses)
Annual incentive payments paid to executives in 2002 were based upon the
improvement in economic value added over the prior two years' base. Economic
value added is defined for this purpose as operating profit less the
associated capital cost of operating assets. The incentive pools are
determined based upon a percentage of absolute economic value added plus a
percentage of the incremental economic value added over a two-year base. The
incentive pools are distributed to individuals based upon each participant's
target incentive and performance relative to achievement of personal goals.
Earned incentive awards that exceed target levels are deferred and paid in the
subsequent two fiscal years. Payment of deferred amounts may be subject to
further deferral by the Company under the deferred compensation provisions of
the management incentive plan. In 2002, certain executives received a payout
of fifty percent of incentive award amounts earned and deferred from fiscal
years 2001 and 2000. The remaining fifty percent earned in fiscal 2001 is
payable in 2003 contingent upon economic value added performance and continued
employment (except in the event of death or retirement) during fiscal 2003.
17
In fiscal 2002, certain executives earned incentive awards in excess of target
levels. Amounts in excess of target have been deferred and are payable
contingent upon economic value added performance and continued employment
(except in the event of death or retirement) during fiscal years 2003 and
2004.
Stock Options
Stock options, which are an integral part of incentive compensation for the
executives of the Company, serve to encourage share ownership by Company
executives and thus align the interests of executive management and
shareholders. The Stock Compensation Committee (Messrs. Stallkamp, Kavanaugh
and Turner) makes periodic grants of stock options to executives and other key
employees of the Company to foster a commitment to increasing long-term
shareholder value. During fiscal 2002, certain executives and other
management personnel were granted nonstatutory stock options to purchase a
combined total of 459,700 shares of the Company's stock at fair market value
at the time of the grants.
Report on 2002 CEO Compensation
The chief executive officer's compensation is established based on the
philosophy and policies enunciated above for all executive management. This
includes cash compensation (base salary and annual cash incentive payouts) and
long-term incentives (stock option awards). In calendar 2002, Mr. Kelly's
base salary was increased 10.5 percent. The percentage increase for Mr. Kelly
and certain other members of executive management was primarily related to the
increase in annual revenue for the Company as a result of recent acquisitions.
Mr. Kelly's annual incentive paid in 2002 was based upon the annual incentive
plan described above. Mr. Kelly was granted 140,000 non-statutory stock
options in fiscal 2002 under the 1992 Stock Incentive Plan to further align
his long-term interests with those of the Company's shareholders.
Tax Policy
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")
disallows federal income tax deductions for compensation paid to the Chief
Executive Officer and any of the other four highest compensated executives in
excess of $1 million in any taxable year, subject to certain exceptions. One
exception involves compensation paid pursuant to shareholder-approved
compensation plans that are performance-based. Certain of the provisions in
the Company's 1992 Stock Incentive Plan, as amended, are intended to cause
grants of stock options under such plan to be eligible for this performance-
based exception (so that compensation upon exercise of such options should be
deductible under the Code). Payments of cash compensation to executives (and
certain other benefits which could be awarded under the plan, such as
restricted stock) are not at present eligible for this performance-based
exception. The Committee has taken and intends to continue to take whatever
actions are necessary to minimize, if not eliminate, the Company's
non-deductible compensation expense, while maintaining, to the extent
possible, the flexibility which the Committee believes to be an important
element of the Company's executive compensation program. Compensation paid to
the Chief Executive Officer and any of the other four highest compensated
executives has not exceeded $1 million in any taxable year.
Compensation Committee:
W.J. Stallkamp, Chairman
R.J. Kavanaugh
J.D. Turner
December 17, 2002
18
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN *
AMONG MATTHEWS INTERNATIONAL CORPORATION,
S&P 500 INDEX AND S&P SMALLCAP 600 INDEX **
S&P 500 S&P SmallCap
Year Matthews Index 600 Index
---- -------- ------- ------------
1997 $100 $100 $100
1998 127 109 82
1999 154 139 97
2000 151 158 121
2001 227 116 109
2002 242 93 108
* Total return assumes dividend reinvestment
** Fiscal year ended September 30
Note:
Performance graph assumes $100 invested on October 1, 1997 in Matthews
International Corporation common stock, Standard & Poor's (S&P) 500 Index and
S&P SmallCap 600 Index Index. The results are not necessarily indicative of
future performance. The Company changed to the S&P SmallCap 600 Index from
the S&P Manufacturing (Diversified) Index because the latter index is no
longer published.
Retirement Plans
The Company's domestic retirement plan is noncontributory and provides
benefits based upon length of service and final average earnings. Generally,
employees age 21 with one year of continuous service are eligible to
participate in the retirement plan. The benefit formula is 3/4 of 1% of the
first $550 of final average monthly earnings plus 1-1/4% of the excess times
years of credited service (maximum 35 years). The plan is an insured, defined
benefit plan and covered compensation is limited generally to base salary or
wages. Benefits are not subject to any deduction or offset for Social
Security.
19
In addition to benefits provided by the Company's retirement plan, the Company
has a Supplemental Retirement Plan, which provides for supplemental pension
benefits to executive officers of the Company designated by the Board of
Directors. Upon normal retirement under this plan, such individuals who meet
stipulated age and service requirements are entitled to receive monthly
supplemental retirement payments which, when added to their pension under the
Company's retirement plan and their maximum anticipated Social Security
primary insurance amount, equal, in total, 1.85% of final average monthly
earnings (including incentive compensation) times the individual's years of
continuous service (subject to a maximum of 35 years). Upon early retirement
under this plan, reduced benefits will be provided, depending upon age and
years of service. Benefits under this plan do not vest until age 55 and the
attainment of 15 years of continuous service. However, in order to recruit
Mr. Kelly, the Company waived such minimum service requirement with respect to
Mr. Kelly. No benefits will be payable under such supplemental plan following
the voluntary employment termination or death of any such individual. The
Supplemental Retirement Plan is unfunded; however, a provision has been made
on the Company's books for the actuarially computed obligation.
The following table shows the total estimated annual retirement benefits
payable at normal retirement under the above plans for the individuals named
in the Summary Compensation Table at the specified executive remuneration and
years of continuous service:
Years of Continuous Service
Covered ----------------------------------------------------
Remuneration 15 20 25 30 35
------------------ -------- -------- -------- -------- --------
$125,000 $ 34,688 $ 46,250 $ 57,813 $ 69,375 $ 80,938
150,000 41,625 55,500 69,375 83,250 97,125
175,000 48,563 64,750 80,938 97,125 113,313
200,000 55,500 74,000 92,500 111,000 129,500
250,000 69,375 92,500 115,625 138,750 161,875
300,000 83,250 111,000 138,750 166,500 194,250
400,000 111,000 148,000 185,000 222,000 259,000
500,000 138,750 185,000 231,250 277,500 323,750
600,000 166,500 222,000 277,500 333,000 388,500
700,000 194,250 259,000 323,750 388,500 453,250
800,000 222,000 296,000 370,000 444,000 518,000
900,000 249,750 333,000 416,250 499,500 582,750
The table shows benefits at the normal retirement age of 65, before applicable
reductions for social security benefits. The Employee Retirement Income
Security Act of 1974 places limitations, which may vary from time to time, on
pensions which may be paid under federal income tax qualified plans, and some
of the amounts shown on the foregoing table may exceed the applicable
limitation. Such limitations are not currently applicable to the Company's
Supplemental Retirement Plan.
Estimated years of continuous service for each of the individuals named in the
Summary Compensation Table, as of October 1, 2002 and rounded to the next
higher year, are: Mr. Kelly, 8 years; Mr. DeCarlo, 18 years; Mr. Boyle, 16
years; Mr. Bartolacci, 6 years; and Mr. Schwartz, 6 years.
20
Report of the Audit Committee
The Audit Committee of Matthews International Corporation is composed of three
independent directors. The Committee operates under a written charter adopted
by the Company's Board of Directors.
Management of the Company has the primary responsibility for the financial
statements and the reporting process, including the system of internal
controls. The Audit Committee is responsible for reviewing the Company's
financial reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Company's consolidated financial statements were prepared
in accordance with generally accepted accounting principles, and the Committee
has discussed the consolidated financial statements with management and the
independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing
Standards ("SAS") No. 61, "Communication With Audit Committees" and SAS No.
90, "Audit Committee Communications."
The Company's independent accountants also provided to the Committee the
written disclosures required by Independence Standards Board Standard No. 1,
"Independence Discussions With Audit Committees," and the Committee discussed
with the independent accountants that firm's independence.
The Committee discussed with the Company's internal and independent auditors
the overall scope and plan for their respective audits. The Committee meets
with the internal and independent auditors to discuss the results of their
examinations, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting.
Based on the Committee's discussions referred to above and the Committee's
review of the report of the independent accountants on the consolidated
financial statements of the Company for the year ended September 30, 2002, the
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-K
for the year ended September 30, 2002 for filing with the Securities and
Exchange Commission.
Audit Committee:
J.P. O'Leary, Jr., Chairman
R.J. Kavanaugh
W.J. Stallkamp
December 17, 2002
21
Relationship with Independent Accountants
PricewaterhouseCoopers LLP ("PwC") has been the independent accountants
performing the audits of the consolidated financial statements of the Company
since 1983. PwC periodically changes the personnel assigned to the annual
audit engagements. In addition to performing the audit of the Company's
consolidated financial statements, PwC provided various other services during
fiscal 2002. The aggregate fees billed for fiscal 2002 for each of the
following categories of services are set forth below:
Audit fees (includes audit and reviews of the
Company's fiscal 2002 financial statements) $335,156
All other fees $378,624
PwC did not provide any services related to financial information systems
design and implementation during fiscal 2002. All other fees include (i)
domestic and foreign tax work, (ii) acquisitions due diligence review and
related filings, and (iii) evaluating the effects of various accounting issues
and changes in professional standards.
The Audit Committee reviews summaries of services provided by PwC and the
related fees and has considered whether the provision for non-audit services
is compatible with maintaining the independence of PwC.
SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
Shareholders may make proposals for inclusion in the proxy statement and proxy
form for the 2004 Annual Meeting of Shareholders. To be considered for
inclusion, any such proposal should be written and mailed to the Secretary of
the Company at the corporate office for receipt by September 15, 2003.
Section 2.09 of the By-laws of the Company requires that any shareholder
intending to present a proposal for action at an Annual Meeting must give
written notice of the proposal, containing the information specified in such
Section 2.09, so that it is received by the Company not later than the notice
deadline determined under such Section 2.09. This notice deadline will
generally be 75 days prior to the anniversary of the Company's Annual Meeting
for the previous year, or December 1, 2003 for the Company's Annual Meeting
in 2004. Any shareholder proposal received by the Secretary of the Company
after December 1, 2003 will be considered untimely under Rule 14a-4(c)(1)
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934.
OTHER MATTERS
The cost of soliciting proxies in the accompanying form will be paid by
the Company. Shareholder votes at the Annual Meeting will be tabulated by
the Company's transfer agent, Fifth Third Bancorp. A copy of the Company's
Annual Report for 2002 has previously been mailed to each shareholder of
record, or will be mailed with this Proxy Statement.
By Order of The Board of Directors
Edward J. Boyle
Edward J. Boyle
Corporate Secretary
22
APPENDIX A
NOTICE
Please note the location and time of the Shareholders' Meeting.
Date: Thursday, February 13, 2003
Time: 6:00 PM
Location: Sheraton Station Square, Pittsburgh, PA
MATTHEWS INTERNATIONAL CORPORATION
Notice of
ANNUAL MEETING OF SHAREHOLDERS
To be held February 13, 2003
To Our Shareholders:
The Annual Meeting of the Shareholders of Matthews International Corporation
will be held at 6:00 PM, Thursday, February 13, 2003 at Sheraton Station
Square, Pittsburgh, Pennsylvania, for the purpose of considering and acting
upon the proposals set forth above.
Shareholders of record at the close of business on December 31, 2002 will be
entitled to vote at the Annual Meeting or any adjournments thereof.
------------------------------------------------------------------------------
PROXY
MATTHEWS INTERNATIONAL CORPORATION
I hereby appoint David M. Kelly and Edward J. Boyle and each of them, with
full power of substitution and revocation, proxies to vote all shares of
Common Stock of Matthews International Corporation which I am entitled to vote
at the Annual Meeting of Shareholders or any adjournment thereof, with the
authority to vote as designated on the reverse side.
[X] Please mark your votes as in this example.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE LISTED PROPOSALS.
1. Election of Director NOMINEE: William J. Stallkamp
[ ] FOR [ ] WITHHELD
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
certified public accountants to audit the records of the Company for
the fiscal year ending September 30, 2003.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the meeting.
I plan to attend the meeting. [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED PREPAID ENVELOPE
23
MATTHEWS INTERNATIONAL CORPORATION
c/o Corporate Trust Services
Mail Drop 10AT66 - 4129
38 Fountain Square Plaza
Cincinnati, OH 45202
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Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
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SIGNATURE(S) DATE