SC 13G 1 v00126sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)* VIRCO MFG. CORPORATION -------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 927651109 -------------------------------------------------------------------------------- (CUSIP NUMBER) January 7, 2004 -------------------------------------------------------------------------------- (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). -------------------------------------------------------------------------------- CUSIP No. 927651109 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kathleen Virtue-Young -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization California -------------------------------------------------------------------------------- 5. Sole Voting Power 660,188 (1) -------------------------------------------------------------- NUMBER OF 6. Shared Voting Power SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH 7. Sole Dispositive Power REPORTING PERSON 660,188 (1) WITH -------------------------------------------------------------- 8. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 660,188 (1) -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 5.04% (2) -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- (1) Pursuant to Rule 13d-3(a)(1) and (2), this number includes some shares held in trust for the benefit of Ms. Young's children. Ms. Young possesses the power to both vote and invest, including the power to dispose of, all the shares set forth on this Schedule 13G. (2) Based on the number of Virco Mfg. Corporation's shares of Common Stock outstanding as of April 26, 2004, as reported in Virco Mfg. Corporation's Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on May 5, 2004. -------------------------------------------------------------------------------- 2 ITEM 1. (a) Name of Issuer Virco Mfg. Corporation (b) Address of Issuer's Principal Executive Offices 2027 Harpers Way, Torrance, CA 90501 ITEM 2. (a) Name of Person Filing Kathleen Virtue-Young (b) Address of Principal Business Office or, if none, Residence 2027 Harpers Way, Torrance, CA 90501 (c) Citizenship California (d) Title of Class of Securities Common Stock (e) CUSIP Number 927651109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 660,188 (1) (b) Percent of class: 5.04% (2) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 660,188 (1) (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 660,188 (1) (iv) Shared power to dispose or to direct the disposition of 0 (1) Pursuant to Rule 13d-3(a)(1) and (2), this number includes some shares held in trust for the benefit of Ms. Young's children. Ms. Young possesses the power to both vote and invest, including the power to dispose of, all the shares set forth on this Schedule 13G. (2) Based on the number of Virco Mfg. Corporation's shares of Common Stock outstanding as of April 26, 2004, as reported in Virco Mfg. Corporation's Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on May 5, 2004. 3 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 [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Some of the reported shares are held in trust for the benefit of Kathleen Virtue-Young's children. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON 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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 4 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. July 2, 2004 --------------------------------------- Date /s/ Kathleen Virtue-Young --------------------------------------- Signature Kathleen Virtue-Young --------------------------------------- Name/Title 5