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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. )*
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)
September 7, 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 2 OF PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Wilbert, Inc. 36-11788000
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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
882,900
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
882,900
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
882,900
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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)
9.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $0.01 par value (the
"Common Stock"), of The York Group, Inc., a Delaware corporation ("York"), with
its principal executive offices located at 8554 Katy Freeway, Suite 200,
Houston, Texas 77024.
Item 2. Identity and Background.
(a-c, f) This statement is being filed by Wilbert, Inc., an Illinois
corporation ("Wilbert"). Wilbert operates through its subsidiaries, Wilbert
Funeral Services, Inc. ("Funeral Services"), Thermoform Plastics, Inc.
("Thermoform") and American Industrial Technologies, Inc. ("Ameritek"). Funeral
Services administers and supplies a network of independently owned licensees
which are granted the right to manufacture and sell Wilbert burial vaults.
Funeral Services supplies the licensees with burial vault forms, liners and
other related products. Thermoform manufacturers a variety of vacuum-molded
plastic products used by Wilbert and sold to others. Ameritek manufacturers
adhesives, coatings and other similar products used by Wilbert and sold to
others. The address of its principal business and principal office is P.O. Box
210, Forest Park, Illinois 60130-0210. The information required by Instruction C
to Schedule 13D is set forth in Schedule 1.
(d-e) During the last five years, neither Wilbert nor, to the best of
its knowledge, any director or executive officer has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total purchase price of all of the common stock reported in this
Schedule 13D was $3,912,193. The source of funds for the purchase of such stock
was working capital of Wilbert.
Item 4. Purpose of Transaction.
Representatives of Wilbert began discussions with representatives of
York regarding a possible strategic alliance in October 1999, and follow-up
conversations were held in November and December 1999. In January 2000,
representatives of Wilbert met with certain officers and directors of York to
discuss operating issues and the possibility of a business combination. Wilbert
and York agreed to share selected financial information. In January and
February, Wilbert and York negotiated the provisions of a mutual confidentiality
agreement, which was signed on February 22, 2000.
In late February 2000, York agreed to provide certain forward looking
financial information, which was provided on March 1. On March 24, 2000,
representatives of Wilbert and York discussed such financial information.
Wilbert suggested that the future prospects of York would require that Wilbert
stockholders have a larger interest in any combined business. The
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York representative indicated that the Wilbert concerns would be presented to
the York board. A representative of Wilbert called York in early May as to
status and was told that there would be a response following the York board of
directors meeting on May 17. On May 22, the York representative indicated it
wished to postpone further discussions with Wilbert. In June a representative of
Wilbert had a meeting with a director of York and had a telephone conversation
with that same director in July.
Beginning on August 10, 2000, Wilbert began purchasing shares of Common
Stock for the purpose of acquiring a substantial equity interest in York.
Wilbert has considered a strategic alliance with York, which could
include the acquisition of control of York, a business combination in which the
present stockholders of each of Wilbert and York would continue to hold stock in
a combined enterprise or a partnering arrangement with third parties. Wilbert
does not presently have any plans to acquire control of York, but will continue
to evaluate York and its position. However, it does intend to continue to
acquire Common Stock.
Based upon York's prospects and its own interests, Wilbert may cease
buying Common Stock or may formulate other plans with respect to a strategic
alliance with York. Any such alliance, if proposed, would be dependent on the
position taken by York's board of directors. Wilbert could pursue a range of
alternatives including a tender offer for York Common Stock, the nomination of
directors as an alternative to those proposed by York, a merger in which
stockholders of each of Wilbert and York would end up as stockholders of a
combined company or a partnering arrangement with third parties. Wilbert may
change its present intentions and determine to take any of these or other
actions.
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 are incorporated herein by reference. All responses reflect the
beneficial ownership as of the close of business on September 15, 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) Except for the transactions to which this Schedule 13D relates, no
transactions with respect to the Common Stock have been effected during the past
60 days by Wilbert or, to the best knowledge of Wilbert, by any executive
officer or director of Wilbert. Set forth below is information with respect to
each transaction:
<TABLE>
<CAPTION>
Aggregate
Shares Purchase
Date Purchased price
------------- ------------- -------------
<S> <C> <C>
8/10/2000 1,000 $3,550
8/11/2000 1,000 $3,550
8/14/2000 45,000 $159,750
8/14/2000 26,100 $93,404
8/16/2000 94,000 $358,704
8/17/2000 15,000 $57,000
8/18/2000 65,000 $247,000
</TABLE>
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<TABLE>
<S> <C> <C>
8/21/2000 5,000 $19,000
8/22/2000 4,000 $16,200
8/23/2000 2,000 $8,100
8/24/2000 5,000 $20,250
8/25/2000 20,000 $82,875
8/29/2000 85,000 $349,350
9/1/2000 15,000 $60,750
9/6/2000 2,000 $8,350
9/7/2000 77,300 $327,559
9/8/2000 20,000 $89,750
9/12/2000 73,000 $354,925
9/13/2000 165,000 $811,813
9/14/2000 145,000 $748,563
9/15/2000 17,500 $91,750
</TABLE>
(d) No other person is known by Wilbert to have the right to receive or
the power to direct the receipt of dividends from, or proceeds from the sale of,
the securities covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of York.
None.
Item 7. Materials to be Filed as Exhibits.
None
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: September 18, 2000
WILBERT, INC.
By: /s/ Curtis J. Zamec
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Curtis J. Zamec
President/Chief Executive Officer
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Schedule 1
INFORMATION FOR REPORTING PERSONS AND GENERAL PARTNERS, MEMBERS AND/OR DIRECTORS
AND EXECUTIVE OFFICERS OF REPORTING PERSONS
The following table sets forth the name, business address and present
principal occupation or principal business of each director and executive
officer of Wilbert. For each person listed, the number of shares with respect to
which such person or entity has sole voting power, shared voting power and
beneficially owns is none (except that an affiliate of Mr. Suhor owns 100 shares
of Common Stock). Each person listed disclaims beneficial ownership of all
shares held by Wilbert. The business address of each such person is P.O. Box
210, Forest Park, Illinois 60130-0210. Each such person is a citizen of the
United States, and the principal occupation of each such person is his or her
affiliation with Wilbert except as otherwise indicated.
<TABLE>
<CAPTION>
Name Relationship to Wilbert
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<S> <C>
Curtis J. Zamec Director, President/Chief Executive Officer
John P. Ruane, Jr. Vice President of Finance/Corporate Treasurer & Secretary
Jerry H. Bickes Director; Bickes, Inc., Decatur, Illinois Director; Christenberry
Terry Christenberry Collet & Co., Inc., Kansas City, Missouri
Paul E. Cooper Director; Cooper Wilbert Vault Co., Inc., Barrington, New Jersey
J. DeWayne Dills Vice Chairman and Director; Blairsville Wilbert Vault Co.,
Inc., Blairsville, Pennsylvania
Charles P. Morley Director; New Hampshire Wilbert Vault Co., Concord, New
Hampshire
Gregory C. Reichle Director; American Wilbert Vault Corp., Forest Park, Illinois
William C. Stein Director; Stein, Pagliuco & Company, Oak Brook, Illinois
Joseph U. Suhor, III Chairman and Director; Suhor Industries, Inc., Overland Park,
Kansas
William C. Sword Director; Asheville Wilbert Vault Service, Inc., Candler, North
Carolina
John B. Williams Director; Williams Wilbert Vault Works, Inc., Des Moines, Iowa
</TABLE>
