UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PCD Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of class of securities)
69318P106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) from a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such
class.) (See Rule 13d-7).
*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 #69318P106 13G PAGE 2 OF 5
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
John L. Dwight, Jr. - (Tax ID: ###-##-####)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
939,200 (Includes 62,000 shares subject to currently
exercisable options)
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6. SHARED VOTING POWER
27,600 (Includes 27,600 shares held by Mr. Dwight's
children, with respect to which Mr Dwight
disclaims beneficial ownership)
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7. SOLE DISPOSITIVE POWER
939,200
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8. SHARED DISPOSITIVE POWER
27,600
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
966,800
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
/ /
- ----------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.3%
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12. TYPE OF REPORTING PERSON
IN
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CUSIP #69318P106 13G PAGE 3 OF 5
Item 1.
(a). Name of Issuer:
PCD Inc.
(b). Address of Issuer's Principal Executive Offices:
Two Technology Drive
Centennial Park
Peabody, MA 01960-7977
Item 2.
(a). Name of Person Filing:
John L. Dwight, Jr.
(b). Address of Principal Business Office
c/o PCD Inc.
Two Technology Drive
Centennial Park
Peabody, MA 01960-7977
(c). Citizenship:
United States of America
(d). Title of Class of Securities:
Common Stock, $.01 par value
(e). CUSIP Number
69318P106
Item 3. TYPE OF REPORTING PERSON: See Item 12 of Cover Page
Item 4. OWNERSHIP
(a). Amount Beneficially Owned:
966,800
(b). Percent of Class:
16.3%
CUSIP #69318P106 13G PAGE 4 OF 5
(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
939,200 (Includes 62,000 shares subject to
currently exercisable options
(ii) shared power to vote or to direct the vote:
27,600 (Includes 27,600 shares held by Mr.
Dwight's children, with respect to
which Mr. Dwight disclaims
Beneficial Ownership.)
(iii)sole power to dispose or to direct the
disposition of:
939,200
(iv) shared power to dispose of or to direct the
disposition of:
27,600 (See Items 5-8 on cover page)
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 PERSON:
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF THE GROUP
Not Applicable
CUSIP #69318P106 13G PAGE 5 OF 5
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.
February 10, 1997
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Date
/s/ John L. Dwight, Jr.
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Signature
John L. Dwight, Jr., President
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Name/Title
