YORK GROUP INC \DE\
SC 13G/A, 2000-02-10
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934

                    (Amendment No. 1 to Schedule 13G filed by
                Alan H. Elder and Amendment No. 2 to Schedule 13G
               filed by the Elder Group, Inc. and Bruce E. Elder)*

                              THE YORK GROUP, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    986632107
                                 (CUSIP Number)

                                December 31, 1999
             (Date of Event Which Requires Filing of this Statement)


         Check the  appropriate box to designate the rule pursuant to which this
Schedule is filed:

         [ ] Rule 13d-1(b)
         [x] Rule 13d-1(c)
         [ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

<PAGE>2

             AMENDMENT NO. 1 TO SCHEDULE 13G FILED BY ALAN H. ELDER
                AND AMENDMENT NO. 2 TO SCHEDULE 13G FILED BY THE
                      ELDER GROUP, INC. AND BRUCE E. ELDER

CUSIP No.  986632107

1        Names of Reporting Persons or
         S.S. or I.R.S. Identification Nos. of Above Person

                  Alan H. Elder

2        Check the Appropriate Box                   (a) [  ]
         if a Member of a Group                      (b) [  ]

3        SEC Use Only

4        Citizenship or Place of Organization

                  U.S.A.

NUMBER OF                  5        Sole Voting Power
SHARES

BENEFICIALLY                        859,659
OWNED BY

EACH                       6        Shared Voting Power
REPORTING
PERSON WITH                0

                           7        Sole Dispositive Power

                                    859,659

                           8        Shared Dispositive Power

                                    0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                       859,659

10       Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

                  Not Applicable

11       Percent of Class Represented by Amount in Row (9)

                  9.6%

12       Type of Reporting Person

                  IN

<PAGE>3
             AMENDMENT NO. 1 TO SCHEDULE 13G FILED BY ALAN H. ELDER
                AND AMENDMENT NO. 2 TO SCHEDULE 13G FILED BY THE
                      ELDER GROUP, INC. AND BRUCE E. ELDER


     This  Schedule is being filed as Amendment  No. 1 to the Schedule 13G filed
by Alan H. Elder on July 9, 1999,  and as  Amendment  No. 2 to the  Schedule 13G
filed by the Elder  Group,  Inc.  and Bruce E. Elder on February  18,  1997,  as
amended by Amendment No. 1 filed on August 29, 1997. The reasons for this filing
are discussed in Item 4 below.

Item 1 (a)        Name of Issuer:

                           The York Group, Inc.

Item 1 (b)        Address of Issuer's Principal Executive Offices:

                           8554 Katy Freeway
                           Suite 200
                           Houston, Texas 77024

Item 2 (a)        Name of Person Filing:

                           Alan H. Elder

Item 2 (b) Address of Principal Business Office, or if none, Residence:

                           1620 Rich Road
                           Richmond, Indiana 47374

Item 2 (c)        Citizenship:

                           United States

Item 2 (d)        Title of Class of Securities:

                           Common Stock

Item 2 (e)        CUSIP Number:

                           986632107

Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):

   A.  [  ]    Broker or Dealer registered under Section 15 of the Act

   B.  [  ]    Bank as defined in section 3(a)(6) of the Act

   C.  [  ]    Insurance Company as defined in section 3(a)(19) of the Act

<PAGE>4

   D.  [  ]    Investment company registered under section 8 of the
                    Investment Company Act

   E.  [  ]    An investment adviser in accordance with
               Section 240.13d-1(b)(1)(1)(ii)(E)

   F.  [  ]    An   Employee    benefit   plan   or   endowment   fund   in
               accordance with  Section 240.13d-1(b)(1)(ii)(F)

   G.  [  ]    A parent holding company or control person in accordance with
               Section 240.13d-1(b)(ii)(G)

   H.  [  ]    A savings association as defined in Section 3(b) of the
               Federal Deposit Insurance Act

   I.  [  ]    A church plan that is excluded from the  definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act of 1940

   J.  [  ]    Group, in accordance with section 240.13d-1(b)(1)(ii)(J)

If this  statement is being filed pursuant to Section  240.13d-1(c),  check this
box [x]

Item 4   Ownership:

   (a)      Amount Beneficially Owned:859,659
   (b)      Percent of Class: 9.6%
   (c)      Number of shares as to which the person has:
       (i)      sole power to vote or to direct the vote:           859,659
       (ii)     shared power to vote or to direct the vote:               0
       (iii)    sole power to dispose or to direct the
                disposition of:                                     859,659
       (iv)     shared power to dispose or to direct the
                disposition of:                                           0

          Alan H. Elder owns  directly  132,867  shares of the  Issuer's  Common
          Stock. A limited  liability  company for which Alan H. Elder serves as
          the managing  member owns 107,192 shares of the Issuer's Common Stock.
          The Elder Group,  Inc. is the record  holder of 619,600  shares of the
          Issuer's Common Stock. On June 30, 1999, Bruce E. Elder appointed Alan
          H. Elder as his proxy to vote all of the issued and outstanding voting
          shares of the Elder  Group,  Inc.  Bruce E.  Elder  died on August 24,
          1999,  and his estate now holds of record all of the voting  shares of
          the Elder Group, Inc.

Item 5 Ownership of Five Percent or less of a Class:

          If this  statement  is being  filed to report  the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more  than  five  percent  of the  class of  securities,  check the
          following: [ ]

<PAGE>5

          See the  response  to Item 4 above,  which is  incorporated  herein by
          reference.

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

          As  disclosed  in  response  to Item 4 above,  619,600  shares  of the
          Issuer's Common Stock are held of record by the Elder Group, Inc.

Item 7   Identification  and  Classification  of the  Subsidiary Which  Acquired
         the Security  Being Reported on by the Parent Holding Company:

                  Not Applicable

Item 8 Identification and Classification of Members of the Group:

                  Not Applicable

Item 9   Notice of Dissolution of Group:

                  Not Applicable

Item 10  Certification:

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.

                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated: February 9, 2000


                                       /s/ Alan H. Elder
                                       Alan H. Elder

                                       ELDER GROUP, INC.


                                       By: /s/ Alan H. Elder
                                          Alan H. Elder

<PAGE>6


                                       THE ESTATE OF BRUCE E. ELDER


                                       By: /s/ Alan H. Elder
                                           Alan H. Elder

                                  EXHIBIT INDEX

  Exhibit A         Agreement Pursuant to Regulationss.240.13d-1(k)

<PAGE>7

                                    EXHIBIT A

              AGREEMENT PURSUANT TO REGULATION SECTION 240.13D-1(k)


         Each of the  undersigned  hereby agrees and consents to the filing of a
single Amendment to Schedule 13G and any and all subsequent  amendments  thereto
with the Securities and Exchange Commission and any other regulatory authorities
on  behalf  of  all of the  undersigned  in  connection  with  their  beneficial
ownership of securities of the York Group, Inc.

Dated: February 9, 2000


                                       /s/ Alan H. Elder
                                       Alan H. Elder

                                       ELDER GROUP, INC.


                                       By: /s/ Alan H. Elder
                                           Alan H. Elder

                                       THE ESTATE OF BRUCE E. ELDER


                                       By: /s/ Alan H. Elder



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