<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
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. 1)
Peerless Group, Inc.
---------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
------------------------------------
(Title of class of securities)
705499101
-----------------------
(CUSIP Number)
December 16, 1998
---------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Continued on following page[s])
<PAGE> 2
- --------------------------------- ----------------------------------
CUSIP NO. 705499101 13G PAGE 2 OF 7 PAGES
------- -------
- --------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Allied Capital Corporation (52-1081052)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Reporting Person is organized in the state of Maryland
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO, IA, IV, OO (Business Development Company)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
- --------------------------------- ----------------------------------
CUSIP NO. 705499101 13G PAGE 3 OF 7 PAGES
------- -------
- --------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Allied Investment Corporation (52-1278855)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Reporting Person is organized in the state of Maryland
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO, IV, OO (Business Development Company)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
ITEM 1(a). NAME OF ISSUER:
The name of the issuer is Peerless Group, Inc. ("Peerless")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive offices of Peerless are at:
1021 Central Expressway South
Allen, TX 75013
ITEM 2(a). NAME OF PERSON FILING:
This Schedule 13G is being filed by Allied Capital
Corporation ("ACC") and Allied Investment Corporation
("Investment")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office of each reporting person is:
1919 Pennsylvania Avenue, N.W.
Third Floor
Washington, DC 20006-3434
ITEM 2(c). CITIZENSHIP:
Each reporting person is organized in the state of Maryland
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
This Schedule 13G statement relates to common stock of
Peerless, par value $0.01 per share ("Common Stock").
ITEM 2(e). CUSIP NUMBER:
705499101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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;
4 of 7 Pages
<PAGE> 5
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act;
(e) [X] 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)(1)(ii)(G);
(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).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [X]
ITEM 4. OWNERSHIP.
(1) EXERCISE OF WARRANTS.
Prior to December 2, 1998, Investment had sole voting and
dispositive power, and ACC, as Investment's parent, had
shared voting and dispositive power, with respect to
307,889 of Common Stock as follows: (i) Investment owned
126,235 shares of Common Stock, and (ii) Investment owned
warrants to purchase 181,654 shares of Common Stock,
exercisable at $0.025 per share. On December 2, 1998,
Investment effected a cashless exercise of the warrants and
as a result purchased 181,053 shares of Common Stock,
resulting in Investment owning a total of 307,228 shares of
Common Stock directly.
(2) MERGER AND EXCHANGE OF SHARES
Peerless entered into an Agreement and Plan of Merger dated
August 18, 1998 by and among Peerless, Jack Henry &
Associates, Inc. ("Jack Henry") and Peerless Acquisition
Corp. ("Newco"), a wholly-owned subsidiary of Jack Henry
(the "Merger Agreement"). The Merger Agreement provided for
the merger of Newco with and into Peerless, with Peerless
as the surviving corporation (the "Merger"). The Merger was
consummated on December 16, 1998.
5 of 7 Pages
<PAGE> 6
Pursuant to the Merger Agreement, each outstanding share of
Common Stock of Peerless was converted into the right to
receive 0.16145 shares of common stock of Jack Henry, par
value $0.01 per share. Upon consummation of the Merger, ACC
and Investment no longer owned shares of Peerless. As of
December 16, 1998, ACC and Investment were entitled to
receive 40,885 shares and 49,612 shares, respectively, of
the common stock of Jack Henry, constituting approximately
.2% and .25%, respectively, of Jack Henry's outstanding
shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If 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, check
the following [X].
See discussion above under "Item 4. Ownership."
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.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
6 of 7 Pages
<PAGE> 7
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.
ALLIED CAPITAL CORPORATION
January 12, 1999 By: /s/ Joan M. Sweeney
- ---------------------------- -----------------------
(Date) Joan M. Sweeney
Managing Director
ALLIED INVESTMENT CORPORATION
January 12, 1999 By: /s/ Joan M. Sweeney
- ---------------------------- -----------------------
(Date) Joan M. Sweeney
Managing Director
7 of 7 Pages
