UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
VIRCO MFG. CORPORATION
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
927651109
(CUSIP NUMBER)
December 31, 2005
(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
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Nancy Virtue-Cutshall
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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. Citizenship or Place of Organization
United States
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5. Sole Voting Power
911,856 (1)
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NUMBER OF 6. Shared Voting Power
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING
PERSON 911,856 (1)
WITHN ----------------------------------------------------------------
8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
911,856 (1)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
6.9% (2)
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12. Type of Reporting Person (See Instructions)
IN
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(1) Pursuant to Rule 13d-3(a)(1) and (2), this number includes 327,423 shares
held in trust of which Ms. Cutshall is the sole trustee. Ms. Cutshall
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 December 5, 2005, as reported in Virco Mfg. Corporation's
Form 10-Q filed with the Securities and Exchange Commission on December 12,
2005.
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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
Nancy Virtue-Cutshall
(b) Address of Principal Business Office or, if none, Residence
2027 Harpers Way, Torrance, CA 90501
(c) Citizenship
United States
(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:
911,856 (1)
(b) Percent of class:
6.9% (2)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
911,856 (1)
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
911,856 (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 327,423 shares
held in trust of which Ms. Cutshall is the sole trustee. Ms. Cutshall
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 December 5, 2005, as reported in Virco Mfg. Corporation's
Form 10-Q filed with the Securities and Exchange Commission on December 12,
2005.
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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 Nancy
Virtue-Cutshall's son.
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.
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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.
February 14, 2006
Date
/s/ Nancy Virtue-Cutshall
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Signature
Nancy Virtue-Cutshall
Name/Title
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