UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WAHSINGTON D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No: 1
Name of Issuer: PDT, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 69329P
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has 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 or 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 No. : 69329P
1. NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
-Donald K. McGhan McGhan Management, L.P.
SS# ###-##-#### Tax ID #88-0334373
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Donald K. McGhan -United States
McGhan Management, L.P. - Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Donald K. McGhan- 777,000 shares
McGhan Management, L.P.- 539,420 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
Donald K. McGhan- 777,000 shares
McGhan Management, L.P.- 539,420 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Donald K. McGhan- 777,000 shares
McGhan Management, L.P.- 539,420 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%
12. TYPE OF REPORTING PERSON*
Donald K. McGhan-IN
McGhan Management-PN
Item 1 (a) Name of Issuer:
PDT, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
7408 Hollister Avenue, Santa Barbara, CA 93117
Item 2 (a) Name of Person Filing: See Item 1 of cover page
Item 2 (b) Address of Principal Business Office or, if none, Residence:
7408 Hollister Aveune, Santa Barbara, CA 93117
Item 2 (c) Citizenship:
United States
Item 2 (d) Title of Class of Securities:
Common Stock
Item 2 (e) CUSIP Number:
69329P
Item 3 (a) If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
, check whether the person filing is a: Not applicable
Item 4 (a) Amount beneficially owned: See Item 9 of cover page
Excludes 10,500 shares transferred to spouse as to which Mr.
McGhan disclaims beneficial ownership.
Item 4 (b) Percent of class: See Item 11 of cover page
Item 4 (c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See Item 5
of cover page
(ii) shared power to vote or to direct the vote: See Item 6
of cover page
(iii) sole power to dispose or to direct the disposition
of: See item 7 of cover page
(iv) shared power to dispose or to direct the disposition
of: See Item 8 of cover page
Item 5 Ownership of Five Percent or Less of a Class:
[X] Not Applicable
[ ] 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.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
[X] Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
[X] Not Applicable
Item 8 Identification and Classification of Members of the Group:
[X] Not Applicable
Item 9 Notice of Dissolution of Group:
[X] Not Applicable
Item 10 Certification:
[X] 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.
Dated: February 14, 1997
By: /s/ Donald K. McGhan
--------------------
Donald K. McGhan
McGhan Management, L.P.
By: /s/ Donald K. McGhan
--------------------
Donald K. McGhan, General Partner
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Name Page
- ------- -------------------------------- ----
1 Agreement Regarding Schedule 13G
Exhibit 1
Schedule 13G-PDT, Inc.
AGREEMENT REGARDING SCHEDULE 13G
The undersigned hereby confirm and agree that the Schedule 13G, and any
and all amendments thereto, relating to beneficial ownership by the undersigned
of Common Stock of PDT, Inc. filed with the Securities and Exchange Commission
is filed on behalf of each of the undersigned.
Dated: February 1, 1997
By: /s/ Donald K. McGhan
--------------------
Donald K. McGhan
McGhan Management, L.P.
By: /s/ Donald K. McGhan
--------------------
Donald K. McGhan, General Partner
