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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The York Group, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
986632107
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(CUSIP Number)
Curtis J. Zamec
Wilbert, Inc.
P.O. Box 210, Forest Park, Illinois 60130-0210
(708) 865-1600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 2, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO. 986632107 13D PAGE OF PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Wilbert, Inc. 36-1178800
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF
1,051,400
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,051,400
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) *[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
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14 TYPE OF REPORTING PERSON *(See Instructions)
CO
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Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D amends the Schedule 13D dated
September 18, 2000, as previously amended. Capitalized terms used are defined in
the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The total purchase price of all of the Common Stock reported in this
Amendment No. 2 to Schedule 13D was $259,344. The source of funds for the
purchase of such stock was working capital of Wilbert.
Item 4. Purpose of Transaction.
On September 27, 2000, York announced that it had adopted a Shareholder
Rights Plan. In response, Wilbert formally requested, in an October 2, 2000,
letter to York's Chairman, that York's Board of Directors reverse its action in
adopting the Shareholder Rights Plan and approve Wilbert under Section 203 of
the Delaware General Corporation Law and permit it to continue to make
purchases. See attached Exhibits 99-1 and 99-2 for Wilbert's October 2, 2000,
letter and press release, which are incorporated by reference herein.
Item 5. Interest in Securities of York.
(a)-(b) The response of Wilbert to Items 7 through 13 on the cover page
and the responses of directors and executive officers of Wilbert set forth on
Schedule 1 to the Schedule 13D are incorporated herein by reference. All
responses reflect the beneficial ownership as of the close of business on
September 30, 2000. Wilbert disclaims beneficial ownership in Common Stock owned
by an affiliate of a director reflected on Schedule 1. Percentage ownership
responses are based on the outstanding number of shares set forth in York's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
(c) Set forth below is information with respect to each transaction
with respect to the Common Stock since the last prior amendment to this Schedule
13D and up to and including September 30, 2000:
<TABLE>
<CAPTION>
Aggregate
Date Shares Purchase
Purchased price
--------------------- -------------------- --------------------
<S> <C> <C> <C>
9/21/2000 5,000 $32,750
9/22/2000 5,000 $32,750
9/26/2000 5,000 $32,750
9/27/2000 20,000 $131,000
9/28/2000 5,000 $30,094
</TABLE>
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Item 7. Materials to be Filed as Exhibits.
Exhibit 99-1 October 2, 2000, letter from Curtis J. Zamec, Chairman,
President and CEO of Wilbert, Inc., to Thomas J. Crawford,
Chairman of The York Group.
Exhibit 99-2 Press Release entitled "Wilbert's New Chairman Responds to
York's Adoption of Poison Pill."
SIGNATURES
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.
Date: October 3, 2000
WILBERT, INC.
By: /s/ Curtis J. Zamec
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Curtis J. Zamec
President/Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99-1 October 2, 2000, letter from Curtis J. Zamec, Chairman,
President and CEO of Wilbert, Inc., to Thomas J. Crawford,
Chairman of The York Group.
Exhibit 99-2 Press Release entitled "Wilbert's New Chairman Responds to
York's Adoption of Poison Pill."
