-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M2AnCxY/u/zAuELneda5dpwF8EHiOVjyw9XrqMRnnUkzjsENUqBp+4O5eL+V2YIe No/5yEc/RAkpwficoNJolg== 0000734269-98-000029.txt : 19980206 0000734269-98-000029.hdr.sgml : 19980206 ACCESSION NUMBER: 0000734269-98-000029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980205 SROS: NONE GROUP MEMBERS: CHARLES M. ROYCE GROUP MEMBERS: ROYCE & ASSOCIATES INC /ADV GROUP MEMBERS: ROYCE & ASSOCIATES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEERLESS MANUFACTURING CO CENTRAL INDEX KEY: 0000076954 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 750724417 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-14153 FILM NUMBER: 98522157 BUSINESS ADDRESS: STREET 1: 2819 WALNUT HILL LN CITY: DALLAS STATE: TX ZIP: 75229 BUSINESS PHONE: 2143576181 MAIL ADDRESS: STREET 1: P.O. BOX 540667 CITY: DALLAS STATE: TX ZIP: 75354 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYCE & ASSOCIATES INC /ADV CENTRAL INDEX KEY: 0000734269 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132579297 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1414 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124861445 MAIL ADDRESS: STREET 1: 1414 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: QUEST ADVISORY CORP /ADV DATE OF NAME CHANGE: 19940204 FORMER COMPANY: FORMER CONFORMED NAME: QUEST ADVISORY CORP /ADV DATE OF NAME CHANGE: 19940204 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information statement pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No.6) Peerless Mfg. Co. (Name of Issuer) Common Stock (Title of Class of Securities) 705514107 (CUSIP Number) *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). Page 1 of 7 Pages CUSIP No. 705514107 13G Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royce & Associates, Inc. 13-2579297 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 100,900 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 100,900 PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.95% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 705514107 13G Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles M. Royce ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES See Item 2(a) of attached schedule BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING See Item 2(a) of attached schedule PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 2(a) of attached schedule 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) See Item 2(a) of attached schedule 12 TYPE OF REPORTING PERSON* IN CUSIP No. 705514107 13G Page 4 of 7 Pages Item 1(a) Name of Issuer: Peerless Mfg. Co. Item 1(b) Address of Issuer's Principal Executive Offices: Corporate Secretary 2819 Walnut Hill Lane Dallas, TX 75354 Item 2(a) Name of Persons Filing: Royce & Associates, Inc. ("Royce") and Charles M. Royce. Mr. Royce may be deemed to be a controlling person of Royce and as such may be deemed to beneficially own the shares of Common Stock of Peerless Mfg. Co. beneficially owned by Royce. Mr. Royce does not own any shares outside of Royce, and disclaims beneficial ownership of the shares held by Royce. Item 2(b) Address of Principal Business Office, or, if None, Residence: 1414 Avenue of the Americas, New York, NY 10019 Item 2(c) Citizenship: Royce is a New York Corporation, and Mr. Royce is a citizen of the U.S.A. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 705514107 Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d- 2(b), 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 (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G) (h) [X] Group CUSIP No. 705514107 13G Page 5 of 7 Pages Item 4 Ownership (a) Amount Beneficially Owned Royce: 100,900 (b) Percent of Class: Royce: 6.95% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote Royce 100,900 (ii) shared power to vote or to direct the vote Royce __________ (iii) sole power to dispose or to direct the disposition of Royce 100,900 (iv) shared power to dispose or to direct the disposition of Royce __________ See item 2(a) above for information relating to the beneficial ownership of Mr. Royce. Item 5 Ownership of Five Percent or Less of a Class. ( ) 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. This filing is on behalf of Royce and Mr. Royce as members of a group pursuant to Rule 13d-(1)(b)(ii)(H). Royce is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 9 Notice of Dissolution of Group. NOT APPLICABLE CUSIP No. 705514107 13G Page 6 of 7 Pages Item 10 Certification. By signing below each of the undersigned certifies that, to the best of its knowledge or belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Exhibits 1. Agreement to file Schedule 13G jointly. Signature After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to it is true, complete and correct. Date: February 04, 1998 Royce & Associates, Inc. By: Jack E. Fockler John E. Denneen atty - in - fact Signature Charles M. Royce CUSIP No. 705514107 13G Page 7 of 7 Pages Exhibit 1 AGREEMENT AGREEMENT dated as of February 04, 1998 between Royce & Associates, Inc. ("Royce"), a New York corporation, and Charles M. Royce. WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have decided to satisfy their filing obligations under the 1934 Act by a single joint filing: NOW, THEREFORE, the undersigned hereby agree as follows: 1. The Schedule 13G with respect to Peerless Mfg. Co. to which this is attached as Exhibit 1 is filed on behalf of Royce and Mr. Royce. 2. Each of Royce and Mr. Royce is responsible for the completeness and accuracy of the information concerning such person contained therein; provided that each person is not responsible for the completeness or accuracy of the information concerning any other person making such filing. IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written. ROYCE & ASSOCIATES, INC. By: Jack E. Fockler John E. Denneen atty-in-fact Charles M. 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