SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)/1/
PECO II, Inc.
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(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
705221 10 9
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
_______________________
/1/ 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 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).
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CUSIP No. 705221 10 9 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew P. Smith
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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
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 106,500
OWNED BY EACH -------------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH: 3,141,904
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7 SOLE DISPOSITIVE POWER
106,500
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8 SHARED DISPOSITIVE POWER
3,141,904
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,248,404
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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
15.3%
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12 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 705221 10 9 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Linda H. Smith
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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
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,500
OWNED BY EACH -------------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH: 3,141,904
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7 SOLE DISPOSITIVE POWER
7,500
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8 SHARED DISPOSITIVE POWER
3,141,904
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,149,404
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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
14.9%
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12 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
PECO II, INC.
Schedule 13G of Matthew P. Smith and Linda H. Smith
Item 1(a). Name of Issuer:
PECO II, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1376 State Route 598, Galion, Ohio 44833
Item 2(a). Name of Person Filing:
Matthew P. Smith and Linda H. Smith. A Joint Filing Agreement is
attached hereto as Exhibit A.
Item 2(b). Address of Principal Business Office or, if None, Residence:
1376 State Route 598, Galion, Ohio 44833
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Shares, without par value
Item 2(e). CUSIP Number:
705221 10 9
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 Exchange
Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [_] Investment company registered under Section 8 of the
Investment Company Act;
(e) [_] 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)(ii)(G);
Page 4 of 8 Pages
(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;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
Matthew P. Smith: An aggregate of 3,248,404 Common Shares are
beneficially owned. Of the aggregate amount, 1,641,904 Common
Shares are held by Mr. Smith and his spouse, Linda H. Smith, as
joint tenants, which includes 3,000 and 30,954 Common Shares
issuable to Mr. Smith within 60 days after December 31, 2002 upon
the exercise of options granted under the Issuer's 1997
Non-Qualified Stock Option Plan and 2000 Performance Plan,
respectively; 106,500 Common Shares are held by Mr. and Mrs.
Smith's three children (35,500 Common Shares each), with Mr. Smith
serving as custodian; 1,000,000 Common Shares are held by Ashwood
I, LLC, with Mr. Smith serving as co-manager with Mrs. Smith of
the limited liability company; and 500,000 Common Shares are held
by Ashwood II, LLC, with Mr. Smith serving as co-manager with Mrs.
Smith of the limited liability company. Mr. Smith has voting and
dispositive power of the securities held by the children and the
limited liability companies.
Linda H. Smith: An aggregate of 3,149,404 Common Shares are
beneficially owned. Of the aggregate amount, 1,641,904 Common
Shares are held by Mrs. Smith and her spouse, Matthew P. Smith, as
joint tenants, which includes 3,000 and 30,954 Common Shares
issuable to Mr. Smith within 60 days after December 31, 2002 upon
the exercise of options granted under the Issuer's 1997
Non-Qualified Stock Option Plan and 2000 Performance Plan,
respectively; 7,500 Common Shares are held by Mr. and Mrs. Smith's
three children (2,500 Common Shares each), with Mrs. Smith serving
as custodian; 1,000,000 Common Shares are held by Ashwood I, LLC,
with Mrs. Smith serving as co-manager with Mr. Smith of the
limited liability company; and 500,000 Common Shares are held by
Ashwood II, LLC, with Mrs. Smith serving as co-manager with Mr.
Smith of the limited liability company. Mrs. Smith has voting and
dispositive power of the securities held by the children and the
limited liability companies.
(b) Percentage of class:
Matthew P. Smith 15.3%
Linda H. Smith 14.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Matthew P. Smith 106,500
Linda H. Smith 7,500
(ii) Shared power to vote or direct the vote:
Matthew P. Smith 3,141,904
Linda H. Smith 3,141,904
(iii) Sole power to dispose or direct the disposition of:
Matthew P. Smith 106,500
Page 5 of 8 pages
Linda H. Smith 7,500
(iv) Shared power to dispose or direct the disposition of:
Matthew P. Smith 3,141,904
Linda H. Smith 3,141,904
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.
In their capacities as custodians for their children and as
co-managers of Ashwood I, LLC and Ashwood II, LLC, each of Matthew
P. Smith and Linda H. Smith has the power to direct the receipt of
dividends from, and the proceeds from the sale of, the securities
held by the children and the limited liability companies.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
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. Certifications.
Not Applicable
Page 6 of 8 pages
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 3, 2003
/s/ Matthew P. Smith
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Matthew P. Smith
/s/ Linda H. Smith
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Linda H. Smith
Page 7 of 8 pages
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a
Statement on Schedule 13G (including any and all amendments thereto) (the
"Statement") with respect to the Common Shares, without par value, of PECO II,
Inc. beneficially owned by the undersigned, and further agree to the filing of
this Agreement as an exhibit thereto. In addition, each party to this Agreement
expressly authorizes each other party to this Agreement to file on its behalf
any and all amendments to the Statement.
Dated: February 3, 2003
/s/ Matthew P. Smith
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Matthew P. Smith
/s/ Linda H. Smith
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Linda H. Smith
Page 8 of 8 pages