UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE13G/A
Under the Securities Exchange Act of 1934
(Amendment No__3__)*
VIRCO MFG. CORPORATION
---------------------------------------------------------------------
(Name of Issuer)
Common
---------------------------------------------------------------------
(Title of Class of Securities)
927651109
-----------------
(CUSIP Number)
December 31, 2008
---------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/x/ 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 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC 1745 (3-98)
Page 1 of 9
CUSIP No. 927651109
--------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
WEDBUSH, Inc.
---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) /x/
(b) / /
---------------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------------
4. Citizenship or Place of Organization
California
---------------------------------------------------------------------
Number of Shares 5. Sole Voting Power 763,010(1)
Beneficially by ----------------------------------------------
Owned by Each 6. Shared Voting Power 1,423,868(2)
Reporting ----------------------------------------------
Person With: 7. Sole Dispositive Power 763,010(1)
----------------------------------------------
8.Shared Dispositive Power 1,759,273(3)
---------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,759,273(3)
---------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
/ /
---------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.2%(3)
---------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
---------------------------------------------------------------------
CO
(1) Includes 142,280 shares of Common Stock of VIRCO MFG. CORPORATION
(the "Common Stock") issuable under warrants that are currently
exercisable.
(2) Includes the total number of shares of Common Stock outstanding,
and the total number of shares issuable under currently exercisable
warrants, that are held by each of WEDBUSH, Inc., Edward W. Wedbush
and Wedbush Morgan Securities, Inc.
(3) Includes the total number of shares of Common Stock outstanding, and
the total number of shares issuable under currently exercisable
warrants, that are held by each of WEDBUSH, Inc., Edward W. Wedbush
and Wedbush Morgan Securities, Inc. Also, includes 281,480 shares
of Common Stock, and 53,925 shares of Common Stock issuable under
currently exercisable warrants, that are beneficially owned by
customers of Wedbush Morgan Securities, Inc., over which Wedbush
Morgan Securities, Inc. has dispositive power. The reporting persons
disclaim any beneficial ownership over such shares.
Page 2 of 9
CUSIP No. 927651109
--------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Edward W. Wedbush
---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) /x/
(b) / /
---------------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------------
4. Citizenship or Place of Organization
United States of America
---------------------------------------------------------------------
Number of Shares 5. Sole Voting Power 576,294(1)
Beneficially by ----------------------------------------------
Owned by Each 6. Shared Voting Power 1,423,868(2)
Reporting ----------------------------------------------
Person With: 7. Sole Dispositive Power 576,294(1)
----------------------------------------------
8.Shared Dispositive Power 1,759,273(3)
---------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,759,273(3)
---------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
/ /
---------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.2%(3)
---------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
---------------------------------------------------------------------
IN
(1) Includes 35,980 shares of Common Stock of VIRCO MFG. CORPORATION
(the "Common Stock") issuable under warrants that are currently
exercisable.
(2) Includes the total number of shares of Common Stock outstanding,
and the total number of shares issuable under currently exercisable
warrants, that are held by each of WEDBUSH, Inc., Edward W. Wedbush
and Wedbush Morgan Securities, Inc.
(3) Includes the total number of shares of Common Stock outstanding, and
the total number of shares issuable under currently exercisable
warrants, that are held by each of WEDBUSH, Inc., Edward W. Wedbush
and Wedbush Morgan Securities, Inc. Also, includes 281,480 shares
of Common Stock, and 53,925 shares of Common Stock issuable under
currently exercisable warrants, that are beneficially owned by
customers of Wedbush Morgan Securities, Inc., over which Wedbush
Morgan Securities, Inc. has dispositive power. The reporting persons
disclaim any beneficial ownership over such shares.
Page 3 of 9
CUSIP No. 927651109
--------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Wedbush Morgan Securities, Inc.
---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) /x/
(b) / /
---------------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------------
6. Citizenship or Place of Organization
California
---------------------------------------------------------------------
Number of Shares 5. Sole Voting Power 19,318(1)
Beneficially by ----------------------------------------------
Owned by Each 6. Shared Voting Power 1,423,868(2)
Reporting ----------------------------------------------
Person With: 7. Sole Dispositive Power 19,318(1)
----------------------------------------------
8.Shared Dispositive Power 1,759,273(3)
---------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,759,273(3)
---------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
/ /
---------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.2(3)
---------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
---------------------------------------------------------------------
BD
(1) Includes 0 shares of Common Stock of VIRCO MFG. CORPORATION
(the "Common Stock") issuable under warrants that are currently
exercisable.
(2) Includes the total number of shares of Common Stock outstanding,
and the total number of shares issuable under currently exercisable
warrants, that are held by each of WEDBUSH, Inc., Edward W. Wedbush
and Wedbush Morgan Securities, Inc.
(3) Includes the total number of shares of Common Stock outstanding, and
the total number of shares issuable under currently exercisable
warrants, that are held by each of WEDBUSH, Inc., Edward W. Wedbush
and Wedbush Morgan Securities, Inc. Also, includes 281,480 shares
of Common Stock, and 53,925 shares of Common Stock issuable under
currently exercisable warrants, that are beneficially owned by
customers of Wedbush Morgan Securities, Inc., over which Wedbush
Morgan Securities, Inc. has dispositive power. The reporting persons
disclaim any beneficial ownership over such shares.
Page 4 of 9
Cusip No. 927651109 13G VIRCO MFG. CORPORATION
---------------------------------------------------------------------
Item 1. Name and Address of Issuer.
(a) This statement relates to the shares of the common stock of
VIRCO MFG. CORPORATION ("Issuer").
(b) Issuer's address: 2027 Harpers Way,
Torrance, CA 90501
Item 2. Filers
(a) This statement is filed by WEDBUSH, Inc. ("WI"),
Edward W. Wedbush ("EWW") and Wedbush Morgan Securities,
Inc. ("WMS").
(b) Business address of the above filers are as follows:
WI - 1000 Wilshire Blvd., Los Angeles, CA 90017-2457
EWW - P.O. Box 30014, Los Angeles, CA 90030-0014
WMS - P.O. Box 30014, Los Angeles, CA 90030-0014
(c) WI is a California corporation. EWW is a citizen of the
United States of America. WMS is a California corporation.
(d) Common stock
(e) 927651109
Item 3. Classification of Filers
(a) WMS is a broker/dealer
(b) - (j) Not applicable
(g) WI is a control person
Page 5 of 9
Item 4. Ownership
(a) WI has sole ownership of 763,010 Shares of the Issuer;
EWW has sole ownership of 576,294 Shares; and WMS has sole
ownership of 19,318 Shares.
(b) Of the Shares outstanding, WI owns approximately 5.29%;
EWW owns approximately 3.99%; and WMS owns approximately 0.13%.
(c) Number of Shares as to which the filer has:
(i) Sole power to vote: WI has sole power to vote on
763,010 Shares; EWW has 576,294 sole Shares; and WMS
has 19,318 sole Shares.
(ii) Shared power to vote: WI has 1,423,868 Shares; EWW
has 1,423,868 Shares; and WMS has 1,423,868 Shares.
(iii) Sole power to dispose: WI has sole power to
dispose on 763,010 Shares; EWW has 576,294 Shares
to dispose; and WMS has 19,318 Shares to dispose.
(iv) Shared power to dispose; WI has 1,759,273 Shares;
EWW has 1,759,273 Shares; WMS has 1,759,273 Shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another.
Not applicable.
Item 7. Identification and Classification of Subsidiary which
Acquired the Securities Being Reported on by the Parent
Holding Company.
Not Applicable.
Page 6 of 9
Item 8. Identification and Classification of Members of a Group.
Name Category No.ofShares Percentage
WEDBUSH, Inc. CO 763,010 5.29%
Edward W. Wedbush IN 576,294 3.99%
Wedbush Morgan Securities, Inc. BD 19,318 0.13%
EWW is the Chairman of WI. EWW owns a majority of the outstanding
Shares of WI. EWW is the President of WMS. WI owns all of
the shares of WMS. Accordingly, EWW may be deemed the beneficial
owner of the Issuer's Shares owned by WI. However, beneficial
ownership of the Issuer's Shares is hereby disclaimed by EWW.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 7 of 9
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the Issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
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.
WEDBUSH, Inc.
2/11/09
---------------------------
Date
ERIC D. WEDBUSH
------------------
Eric D. Wedbush
---------------------------
Signature
ERIC D. WEDBUSH
------------------
Eric D. Wedbush/ President
---------------------------
Name/Title
Edward W. Wedbush
2/11/09
---------------------------
Date
EDWARD W. WEDBUSH
------------------
Edward W. Wedbush
---------------------------
Signature
EDWARD W. WEDBUSH
------------------
Edward W. Wedbush
---------------------------
Name/Title
Page 8 of 9
Wedbush Morgan Securities, Inc.
2/11/09
---------------------------
Date
EDWARD W. WEDBUSH
------------------
Edward W. Wedbush
---------------------------
Signature
Edward W. Wedbush/ President
---------------------------
Name/Title
Page 9 of 9