UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
PCD INC.
(Name of issuer)
Common Stock
(Title of class of securities)
69318P106
(CUSIP NUMBER)
February 15, 1998
(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)
( ) Rule 13d-1 (c)
( ) Rule 13d-1 (d)
JAMES A. CAPEZZUTO WITH COPIES TO:
LEGAL OFFICER DONALD P. MADDEN, ESQ.
MORGAN GRENFELL CAPITAL WHITE & CASE LLP
MANAGEMENT INCORPORATED 1155 AVENUE OF THE AMERICAS
885 THIRD AVENUE NEW YORK, NY 10036
NEW YORK, NY 10022-4802 212-819-8800
212-230-2670
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
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CUSIP No. 69318P106 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Grenfell Capital Management Incorporated
IRS ID: 13-3315378
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
N/A (b) ( )
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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NUMBER OF SHARES 5 SOLE VOTING POWER
None
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 38,200
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PERSON WITH 8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,200
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ( )
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
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12 TYPE OF REPORTING PERSON
IA
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CUSIP No. 69318P106 13G
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ITEM 1(A). NAME OF ISSUER:
PCD INC.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Two Technology Drive
Centennial Park
Peabody, MA 01960
ITEM 2(A). NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
885 Third Avenue, Suite 3200
New York, NY 10022-4802
ITEM 2(C). CITIZENSHIP:
See Item 4 of the cover pages attached hereto.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
69318P106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a)( ) Broker or dealer registered under section 15 of the Act;
(b)( ) Bank as defined in section 3(a)(6) of the Act;
(c)( ) Insurance Company as defined in section 3(a)(19) of the
Act;
(d)( ) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e)(X) An investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(E);
(f)( ) An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g)( ) A parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G);
(h)( ) A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act;
(i)( ) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j)( ) Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check
this box. ( )
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
See Item 9 of the cover pages attached hereto.
(B) PERCENT OF CLASS:
See Item 11 of the cover pages attached hereto.
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS (I) SOLE
POWER TO VOTE OR TO DIRECT THE VOTE, (II) SHARED POWER
TO VOTE OR TO DIRECT THE VOTE, (III) SOLE POWER TO
DISPOSE OR TO DIRECT THE DISPOSITION OF, OR (IV) SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
See Items 5 through 8 of the cover pages attached
hereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
The percentage ownership of the subject securities fell below
5% in April, 1997.
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 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
acquired and are held in the ordinary course of business and
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
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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.
Dated: March 27, 1998
MORGAN GRENFELL CAPITAL
MANAGEMENT INCORPORATED
By /s/ Mario R. Garel
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Name: Mario R. Garel
Title: Controller
By /s/ Joan A. Binstock
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Name: Joan A. Binstock
Title: COO & Executive Vice President
