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)
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/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 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James L. Green
Mary Janet Green
The Green Family Trust
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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 0
OWNED BY EACH ------------------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH: 2,258,872
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
2,258,872
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,872
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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
10.7%
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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 James L. Green, Mary Janet Green and The Green Family Trust
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:
James L. Green and Mary Janet Green, individually and as
co-trustees of The Green Family Trust. 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 3 of 6 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:
An aggregate of 2,258,872 Common Shares are beneficially owned.
Of the aggregate amount, 2,252,200 Common Shares are held
beneficially and of record by The Green Family Trust; and 5,850
and 822 Common Shares are issuable to Mr. Green 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. As co-trustees of The Green
Family Trust, each of James L. Green and Mary Janet Green has
voting and dispositive power of the securities held by the
trust.
(b) Percentage of class:
10.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,258,872
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 2,258,872
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 co-trustees of the Green Family Trust,
each of James L. Green and Mary Janet Green has the power to
direct the receipt of dividends from, and the proceeds from the
sale of, the securities held by the trust.
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 4 of 6 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 5, 2003
/s/ James L. Green
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James L. Green
/s/ Mary Janet Green
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Mary Janet Green
/s/ James L. Green
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The Green Family Trust,
James L. Green, Co-Trustee
Page 5 of 6 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 5, 2003
/s/ James L. Green
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James L. Green
/s/ Mary Janet Green
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Mary Janet Green
/s/ James L. Green
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The Green Family Trust,
James L. Green, Co-Trustee
Page 6 of 6 pages