SEC Comment Letter for MATTHEWS INTERNATIONAL CORP (MATW) (CIK 0000063296) (MATW) — Sep 29, 2008
MATTHEWS INTERNATIONAL CORP (MATW) (CIK 0000063296)
Date: Sept. 29, 2008 · CIK: 0000063296 · Accession: 0000000000-08-048975
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Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0404
DIVISION OF CORPORATION FINANCE September 29, 2008 Mail Stop 7010
Via U.S. mail and facsimile
Mr. Joseph C. Bartolacci, President and Chief Executive Officer Matthews International Corporation Two Northshore Center Pittsburgh, PA 15212-0188 Re: Matthews International Corporation Annual Report on Form 10-K for the FYE September 30, 2007 Filed on November 27, 2007 File No. 0-09115 Dear Mr. Bartolacci: We have limited our review of your filing to those issues we have addressed in our comments. In future filings, we thi nk you should revise your document in response to these comments. If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a re vision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we ma y better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 9A. Controls and Procedures, page 65 1. We note your disclosure that your Chie f Executive Officer and Chief Financial Officer concluded that your disclosu re controls and procedures provide reasonable assurance that information requi red to be disclosed in your reports is recorded, processed, summarized and reported within the specified time periods. Please confirm to us, and revise future filings to clarify, if true, that your officers concluded that your disclosure controls and procedures are also effective for such purpose and effective for the purpose of ensuring that material information
Mr. Joseph C. Bartolacci Matthews International Corporation September 29, 2008 Page 2 required to be in this report is ma de known to management and others, as appropriate, to allow timely decision s regarding required disclosures. Alternatively, in future filings you may simply conclude that your disclosure controls and procedures are effective or ineffective, whichever the case may be. See Exchange Act Rule 13a-15(e).
Closing Comments Please respond to these comments with in 10 business days, or tell us when you will provide us with a response. Please provi de us with a response letter that keys your responses to our comments and provides a ny requested information. Detailed letters greatly facilitate our review . Please file your response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Exch ange of 1934 and that they have provided all information investors require for an in formed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking a ny action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
Mr. Joseph C. Bartolacci Matthews International Corporation September 29, 2008 Page 3 If you have any questions regarding the above comments, you may contact Dorine H. Miller, Financial Analyst at (202) 551-3711 or, in her absence, Brigitte P. Lippmann, Reviewer, at (202) 551-3713. S i n c e r e l y , Pamela A. Long A s s i s t a n t D i r e c t o r
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE
September 29, 2008
Mail Stop 7010
Via U.S. mail and facsimile
Mr. Joseph C. Bartolacci, President and Chief Executive Officer Matthews International Corporation Two Northshore Center Pittsburgh, PA 15212-0188
Re: Matthews International Corporation
Annual Report on Form 10-K for the FYE September 30, 2007
Filed on November 27, 2007 File No. 0-09115
Dear Mr. Bartolacci: We have limited our review of your filing to those issues we have addressed in
our comments. In future filings, we thi nk you should revise your document in response
to these comments. If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a re vision is unnecessary. Please be as detailed
as necessary in your explanation. In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure. After
reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 9A. Controls and Procedures, page 65
1. We note your disclosure that your Chie f Executive Officer and Chief Financial
Officer concluded that your disclosu re controls and procedures provide
reasonable assurance that information requi red to be disclosed in your reports is
recorded, processed, summarized and reported within the specified time periods.
Please confirm to us, and revise future filings to clarify, if true, that your officers concluded that your disclosure controls and procedures are also effective
for such
purpose and effective for the purpose of ensuring that material information
Mr. Joseph C. Bartolacci
Matthews International Corporation
September 29, 2008 Page 2
required to be in this report is ma de known to management and others, as
appropriate, to allow timely decision s regarding required disclosures.
Alternatively, in future filings you may simply conclude that your disclosure
controls and procedures are effective or ineffective, whichever the case may be.
See Exchange Act Rule 13a-15(e).
Closing Comments
Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response. Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information. Detailed letters
greatly facilitate our review . Please file your response on EDGAR as a correspondence
file. Please understand that we may have additional comments after reviewing your
responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Exch ange of 1934 and that they have provided
all information investors require for an in formed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
Mr. Joseph C. Bartolacci
Matthews International Corporation September 29, 2008 Page 3 If you have any questions regarding the above comments, you may contact
Dorine H. Miller, Financial Analyst at (202) 551-3711 or, in her absence, Brigitte P.
Lippmann, Reviewer, at (202) 551-3713. S i n c e r e l y , Pamela A. Long A s s i s t a n t D i r e c t o r