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Exhibit 99.1
CEDE & CO.
C/O THE DEPOSITORY TRUST COMPANY
55 WATER STREET - 50TH FLOOR
NEW YORK, NY 10041
NOVEMBER 8, 2000
Mr. Thomas J. Crawford
Chairman
The York Group
8554 Katy Freeway, Suite 200
Houston, Texas 77024
Dear Mr. Crawford:
Cede & Co., the nominee of The Depository Trust Company ("DTC"), is
holder of record of outstanding shares of Common Stock, par value $.01 per share
(the "Common Stock"), of The York Group, Inc., a Delaware corporation (the
"Company"). DTC is informed by its participant, ABN Amro, Inc. ("Participant"),
that on the date hereof, 1,258,700 shares of Common Stock (the "Shares")
credited to Participant's DTC account are beneficially owned by Wilbert, Inc., a
customer of Participant (the "Customer").
At the request of Participant, on behalf of the Customer and pursuant
to Section 220 of the Delaware General Corporation Law, Cede & Co., as holder of
record of the Shares, hereby demands the right, during the usual hours for
business, to inspect the following records and documents of the Company and to
make copies or extracts therefrom:
1. A complete record or list of stockholders of the Company, certified
by its transfer agent, showing the names and address of each
stockholder and the number of shares of stock registered in the
name of each such stockholder, up to the date of this letter.
2. Electronic media listing the holders of the Company's stock, dated
as of this letter, showing the name, address and number of shares
held by each stockholder, such computer processing data as is
necessary to make use of such electronic media and a printout of
such media listing for verification purposes.
3. All information and listings now or hereafter in the Company's
possession or control, or which can reasonably be obtained from
brokers, dealers, banks, clearing agencies, voting trustees or
nominees of any central certificate depository system concerning
the number and identity of, and the number of shares held by, the
banks, brokers, and other financial institutions holding the
Company's stock as of the date of this letter, including a
breakdown (in alphabetical order, if available) of any holdings in
the name of any depository (e.g., Cede & Co.) or other nominee.
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Mr. Thomas J. Crawford
November 8, 2000
Page 2
4. All omnibus proxies and related respondent banking listings issued
pursuant to Rule 14b-2 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which now or hereafter are in the
Company's possession or control, or which can reasonably be
obtained by the Company.
5. All information now or hereafter in the Company's possession or
control, or which can reasonably be obtained from brokers, dealers,
banks, clearing agencies, voting trustees or nominees, acquired
pursuant to Rule 14b-1(b) and/or Rule 14b-2(b) of the Exchange Act,
or otherwise, concerning the names and addresses of, and the number
of shares held by, the beneficial owners of the Company's stock
whose shares are held of record by brokers, dealers, banks or their
nominees, including, but not limited to, any list of non-objecting
or consenting beneficial owners (commonly referred to as "NOBO" or
"COBO" list, respectively), in the format of a printout and
electronic media tape, each in descending balance order, dated as
of this letter (or any other date within the last three years for
which such information is available).
6. A complete electronic media record and list of stockholders of the
Company who are participants in any Company employee stock
ownership plan, employee stock purchase plan, dividend reinvestment
plan or any similar plan in which voting of stock under the plan is
controlled, directly or indirectly, individually or collectively,
by such plan's participants, dated as of this letter, and showing
(i) the name and address of each such stockholder, (ii) the number
of shares of stock of the Company held by any such plan in the name
of each such participant and (iii) the method by which the
Stockholder or its agents may communicate with each such
participant.
7. A copy of all stockholder identification, stockwatch or similar
reports prepared by or on behalf of the Company within the past
three years, including any updates as of the date of this letter,
for use in ascertaining the identities of the Company's underlying
beneficial owners.
Pursuant to Cede & Co.'s right to inspect the aforementioned documents
of the Company and to make copies and extracts therefrom, Cede & Co. demands, at
the request of the Participant and on behalf of the Customer, that the Company
immediately furnish to the Customer or its authorized representatives any
modifications or additions to, or deletions from, any of the information
referred to in paragraphs (1) through (7) above from the date of the list
referred to in paragraphs (1) to (7), as such modifications, additions or
deletions become available to the Company or its agents or representatives.
Cede & Co. has been advised by Participant that the Customer will bear
the reasonable costs incurred by the Company, including those of its transfer
agent in connection with the production of the information demanded. Cede & Co.
has been advised by Participant that the purpose of this demand is to enable the
Customer to communicate with its fellow Company stockholders on matters relating
to their mutual interests as stockholders in the interest of the business of the
Company.
Cede & Co., at the request of Participant and on behalf of the
Customer, hereby designates and authorizes Dorsey & Whitney LLP, its employees
and any other persons designated by them or by the Customer, acting singly or in
any combination, to conduct, as its agents, the inspection and copying of the
materials and information requested herein.
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Mr. Thomas J. Crawford
November 8, 2000
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Please promptly acknowledge receipt of this demand letter by signing
the enclosed copy of this letter and returning it in the enclosed,
postage-prepaid, self-addressed envelope.
While Cede & Co. is furnishing this demand as the stockholder of record
of the Shares, it does so at the request of Participant and only as a nominal
party for the Customer, the true party in interest. Cede & Co. has no interest
in this matter other than to take those steps which are necessary to ensure that
the Customer is not denied its rights as the beneficial owner of the Shares, and
Cede & Co. assumes no further responsibility in this matter.
Very truly yours,
CEDE & CO.
By: /s/ John L. Scheuermann
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Title: John L. Scheuermann, partner
* * *
County of Kings
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State of New York ) ss.:
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/s/ John Scheuermann , have been first duly sworn according to law, deposes
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and says on this 8th day of November , 2000 that (s)he is a partner of
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Cede & Co., that (s)he is authorized on behalf of Cede & Co. to execute the
foregoing demand for stockholder list and corporate records and to make the
demand designations, authorizations and representations contained therein and
that the facts and statements contained in the foregoing demand for a stocklist
and corporate records are true and correct.
/s/ Jay Gottlieb
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Notary Public
Jay Gottlieb
Notary Public, State of New York
No. 01G04838469
Qualified in Kings County
Commission Expires Sept. 30, 2001
