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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 0-21399
PEERLESS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2275966
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1212 East Arapaho Road
Richardson, Texas 75081
(972) 497-5500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
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On October 31, 1997, there were 4,694,891 outstanding shares of Common Stock,
$0.01 par value per share.
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PEERLESS GROUP, INC.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION Page Number
- ------ --------------------- -----------
Item 1. FINANCIAL STATEMENTS *
CONSOLIDATED BALANCE SHEETS
September 30, 1997 and December 31, 1996 *
CONSOLIDATED STATEMENTS OF INCOME
Three and nine months ended September 30, 1997
and September 30, 1996 *
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1997
and September 30, 1996 *
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS *
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS *
PART II - OTHER INFORMATION
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Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 3
Item 6. EXHIBITS AND REPORTS ON FORM 8-K *
________________
*Not amended.
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Rule 463 promulgated under the Securities Act of 1933 ("Rule 463") required
issuers to report on Form SR their use of proceeds, following an initial public
offering, within ten days of the first three months following the effective date
of the registration statement, and every six months thereafter, until the
application of all such proceeds was complete. Effective September 2, 1997,
pursuant to Release No. 34-38850, the Securities and Exchange Commission ("SEC")
amended Rule 463 to eliminate Form SR and now requires a first-time registrant
to report the application of proceeds in each of its periodic Exchange Act
reports until the application of such proceeds is complete.
Peerless Group, Inc. (the "Company") has reported the use of proceeds from
its initial public offering (the "Offering") which became effective on October
3, 1996, SEC file number 333-5058-D, on Form SR and Amendment No. 1 to such Form
SR, each previously filed with the SEC. The net proceeds to the Company from
the Offering were $10,206,108. For the period from the date of the Offering
through September 30, 1997, the Company had expended all of the net proceeds
from the Offering. The use of proceeds included capital expenditures of
$2,749,000 for the purchase and installation of machinery and equipment,
$3,133,442 for the repayment of indebtedness (such indebtedness was repaid to
persons owning 10 percent or more of any class of securities or affiliates of
the Company as described in the prospectus distributed in connection with the
Offering), and $2,500,000 for an investment in the preferred stock of Online
Resources & Communications Corporation, a private electronic financial services
company. The remaining $1,823,666 of the expended proceeds from the Offering
has been used for working capital purposes. Except as noted above, none of such
expenditures were paid to directors, officers, persons owning 10 percent or more
of any class of securities or affiliates of the Company. The use of proceeds
described above does not represent a material change from the use of proceeds
described in the prospectus distributed in connection with the Offering.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
PEERLESS GROUP, INC.
By: /s/ Rodney L. Armstrong, Jr.
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Rodney L. Armstrong, Jr.
Chairman of the Board and Chief
Executive Officer
(Principal Financial Officer)
By: /s/ Douglas K. Hansen
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Douglas K. Hansen
Treasurer and Controller
(Principal Accounting Officer)
Date: November 21, 1997
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