OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per form........14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Pacific Aerospace & Electronics, Inc. (formerly PCT Holdings, Inc.)
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
693758 10 4
--------------------------------------------------
(CUSIP Number)
Sheryl A. Symonds, Stoel Rives LLP, One Union Square, Suite 3600 Seattle, WA
206/624-0900
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 15, 1996
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 on 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).
SEC 1746 (12-91)
1 of 5
<PAGE>
SCHEDULE 13D
CUSIP No. 693758 10 4 Page 2 of 2 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald A. Wright
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,322,362 (includes shares held in reporting person's IRAs)
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,322,362 (subject to applicable community property laws)
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,321,712
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SEC 1746 (12-91)
2 of 5
<PAGE>
DONALD A. WRIGHT
SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule 13D
("Statement") relates is the common stock, $.001 par value ("Common
Stock"), of Pacific Aerospace & Electronics, Inc., a Washington corporation
(the "Company"). The Company is the successor to PCT Holdings, Inc., a
Nevada corporation. The principal executive offices of the Company are
located at 434 Olds Station Road, Wenatchee, Washington 98801.
Item 2. Identity and Background.
(a)-(c) This Statement is being filed by Donald A. Wright. Mr. Wright is
President and Chairman of the Board of Directors of the Company.
Mr. Wright's business address is c/o Pacific Aerospace &
Electronics, Inc., 434 Olds Station Road, Wenatchee, Washington
98801.
(d)-(e) During the last five years, Mr. Wright has not been (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result
of such proceeding, has not been and is not subject to a
judgment, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to
such laws.
(f) Mr. Wright is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On July 15, 1996, the Company issued Mr. Wright an immediately
exercisable option to purchase 845,000 shares of its common stock at an
exercise price of $4.6875 per share under the Company's 1995 Stock
Incentive Plan. Mr. Wright has from time to time purchased with his own
funds shares of the Company's common stock, and has been granted options to
purchase shares of common stock by the Company. All of these transactions
have been reported on monthly Form 4 Statements of Changes in Beneficial
Ownership in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules promulgated thereunder and disclosed by the Company
in other documents filed with the Securities and Exchange Commission.
Item 4. Purpose of Transaction.
As noted in Item 3, Mr. Wright was awarded an option to purchase
845,000 shares of the Company's common stock at an exercise price of
$4.6875 per share under the Company's 1995 Stock Incentive Plan. Mr. Wright
has no plans or proposals that relate to or would result in any of the
following:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
SEC 1746 (12-91)
3 of 5
<PAGE>
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Wright beneficially owns 1,322,362 shares of Common Stock (the
"Shares"), including an aggregate of 1,011,012 shares issuable upon
exercise of currently exercisable warrants and stock options. The Shares
represent approximately 12.3% of the 9,743,209 shares of Common Stock that
were outstanding as of December 16, 1996.
(b) Except with respect to (i) 650 shares that Mr. Wright holds as
custodian for a minor child under the Washington Uniform Gifts to Minors
Act and to which he disclaims beneficial ownership pursuant to Rule 13d-4
under the Securities Exchange Act of 1934, and (ii) 35,016 shares held in
Mr. Wright's individual retirement accounts, Mr. Wright has sole voting
and, subject to the community property laws of the State of Washington,
sole dispositive power with respect to the Shares.
(c) Mr. Wright effected the following transactions in the common stock
of the Company during the past 60 days:
Amount of
Date of Securities Price Per
Transaction Involved Share($) Type of Transaction
12/17/96 750 2.4375 Open market purchase
12/17/96 150 2.75 Open market purchase by Mr. Wright
as custodian for minor child under
the Washington Uniform Gifts to
Minors Act
11/20/96 500 2.50 Open market purchase by Mr. Wright
as custodian for minor child under
the Washington Uniform Gifts to
Minors Act
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
SEC 1746 (12-91)
4 of 5
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No contracts, arrangements, understandings, or relationships (legal or
otherwise) exist between Mr. Wright and any person with respect to any
securities of the Company, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies. Mr. Wright is not
a party to any arrangement whereby securities of the Company are pledged or
are otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities.
Item 7. Materials to Be Filed as Exhibits.
Not applicable.
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.
Date: January 15, 1997
DONALD A. WRIGHT
---------------------------------------
Donald A. Wright
SEC 1746 (12-91)
5 of 5
