8-K/A 1 a2053273z8-ka.txt 8-K/A ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) JUNE 28, 2001 (MAY 24, 2001) THE YORK GROUP, INC. Exact Name of Registrant as Specified in its Charter DELAWARE 0-28096 76-0490631 State of Incorporation or Commission File Number I.R.S. Employer Organization Identification No. 8554 KATY FREEWAY, SUITE 200 HOUSTON, TEXAS Address of Principal Executive 77024 Offices (Zip Code) (713) 984-5500 Registrant's telephone number, including area code ------------------------------------------------------------------------------ INFORMATION TO BE INCLUDED IN THE REPORT This Form 8-K/A is being filed to include the pro forma financial information omitted from the current report filed on Form 8-K on June 8, 2001. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro Forma Financial Statements The following unaudited pro forma condensed financial statements reflect adjustments to the historical consolidated balance sheet and statements of operations of The York Group, Inc. (the "Company") to give effect to the divestiture of its Commemorative Products segment. The unaudited pro forma condensed statements of operations for the three months ended March 31, 2001 and for the year ended December 31, 2000 assume the divestiture was effected as of January 1, 2000. The unaudited pro forma condensed balance sheet as of March 31, 2001 assumes the divestiture was effected as of March 31, 2001. The following unaudited pro forma condensed financial statements have been prepared from, and should be read in conjunction with, the Company's historical consolidated financial statements and notes thereto. The following unaudited pro forma condensed statements of operations are not necessarily indicative of the results of operations that would have occurred had the divestiture occurred on January 1, 2000, nor are they necessarily indicative of the future operating results of the Company after the divestiture. UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS (in thousands, except for share data)

See Note 2 for description of pro forma adjustments. UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS (in thousands, except for share data)

See Note 2 for description of pro forma adjustments. UNAUDITED PRO FORMA CONDENSED BALANCE SHEETS (in thousands)

See Note 2 for description of pro forma adjustments. NOTE 1. BASIS OF PRESENTATION The unaudited pro forma condensed financial statements are based on the Company's historical financial statements after giving effect to the adjustments and assumptions described below. The Company employs accounting policies that are in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Ultimate results could differ from those estimates. In the opinion of management, the unaudited pro forma condensed financial statements include all adjustments necessary to present fairly the financial position and results of operations of the Company. NOTE 2. PRO FORMA ADJUSTMENTS The Company expects to incur an after-tax loss on the sale of the Commemorative Products segment of approximately $11.8 million, including transaction fees and costs incident to the divestiture, and the write-off of approximately $2.1 million of deferred charges related to the early retirement of debt. These expenses are reflected in the unaudited pro forma condensed balance sheet as a reduction of retained earnings as of March 31, 2001. These expenses will be recorded in the Company's historical financial statements for the quarter ended June 30, 2001 and are not reflected in the unaudited pro forma condensed statements of operations. The estimate of these losses and charges is based on the information currently available to management. The unaudited pro forma condensed financial statements reflect the following pro forma adjustments: (A) Reflects the reduction of interest expense, as well as the related tax effect, based upon an assumed January 1, 2000 retirement of debt from the proceeds of the Commemorative Products segment divestiture. (B) Reflects write-off of deferred financing costs relating to the retirement of debt from proceeds of the Commemorative Products segment divestiture. (C) Reflects the net book value of the closed Aiken, SC and Portland, OR foundries retained by the Company. (D) Reflects the retirement of debt from the proceeds of the divestiture of the Commemorative Products segment and related agreements, net of tax effects and transaction costs. (E) Reflects retained accruals for post closing costs at the Aiken, SC and Portland, OR facilities. (F) Reflects reversal of consolidating entries. (G) Reflects reversal of consolidating entries partially offset by the impact of the loss on the sale of Commemorative Products segment and write-off of deferred financing costs in conjunction with the retirement of debt. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 28, 2001 THE YORK GROUP, INC. By: /s/ DAN E. MALONE ---------------------------------- Dan E. Malone Vice President and CFO

YORK GROUP INC \DE\ 8-K/A