PEERLESS INDUSTRIAL GROUP INC
SC 13G/A, 1997-06-10
NON-OPERATING ESTABLISHMENTS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C 20549


                                 SCHEDULE 13G


                   Under the Securities Exchange Act of 1934


                              (Amendment No. _5_)*


                         Peerless Industrial Group, Inc.
       -----------------------------------------------------------------
                               (Name of Issuer)

                                 Common stock
       -----------------------------------------------------------------
                        (Title of Class of Securities)

                                   705501-10-4
                      ----------------------------------
                                (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 5 pages

<PAGE>



CUSIP No. 705501-10-4                13G                     Page 2 of 5 Pages


 1    NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           Perkins Capital Management, Inc.
           IRS ID No.: 41-1501962


 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                               (a) /__/
                                               (b) /__/
 3    SEC USE ONLY


 4    CITIZENSHIP OR PLACE OF ORGANIZATION

           730 East Lake Street, Wayzata, MN  55391-1769

                5    SOLE VOTING POWER
 NUMBER OF                0

  SHARES        6     SHARED VOTING POWER
                          0
BENEFICIALLY

  OWNED BY      7     SOLE DISPOSITIVE POWER
                          0
   EACH

 REPORTING

  PERSON        8     SHARED DISPOSITIVE POWER
                          0
   WITH


 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*

                     IA


                               Page 2 of 5 pages

<PAGE>




CUSIP No. 705501-10-4                13G                     Page 3 of 5 Pages


ITEM 1.
      (a)       Name of Issuer
                Peerless Industrial Group, Inc.

      (b)       Address of Issuer's Principal Executive Offices
                2430 Metropolitan Ctr., 333 S 7th Street
                Minneapolis, MN  55402

ITEM 2.
      (a)       Name of Person Filing

                Perkins Capital Management, Inc.

      (b)       Address of Principal Business Office or, if none, Residence

                730 East Lake Street
                Wayzata, MN  55391-1769

      (c)       Citizenship

                Minnesota Corporation

      (d)       Title of Class of Securities

                Common

      (e)       CUSIP Number

                705501-10-4

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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) /X_/       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;    see
                     240.13d-l(b)(l)(ii)(F)

      (g) /__/       Parent Holding Company, in accordance with
                     240.13d-l(b)(ii)(G) (Note: See Item 7)

      (h) /__/       Group, in accordance with 240.13d-l(b)(l)(ii)(H)




                                Page 3 of 5 pages

<PAGE>



CUSIP No. 705501-10-4                13G                     Page 4 of 5 Pages



ITEM 4. OWNERSHIP

      If the percent of the class  owned,  as of December 31 of the year covered
by  the  statement,  or as of  the  last  day of any  month  described  in  Rule
13d-l(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.

      (a)       Amount Beneficially Owned
                    0

      (b)       Percent of Class 
                    0%

      (c)   Number of shares as to which such person has:
           (i)   Sole power to vote or to direct the vote
                    0
           (ii)  Shared power to vote or to direct the vote
                    0
           (iii) Sole power to dispose or to direct the disposition of
                    0
           (iv)  Shared power to dispose or to direct the disposition of 
                    0

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].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

      None.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

      None.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

      Not applicable.



                                Page 4 of 5 pages

<PAGE>



CUSIP No. 705501-10-4                13G                     Page 5 of 5 Pages



ITEM 9. NOTICE OF DISSOLUTION OF GROUP

      Not applicable.

ITEM 10. CERTIFICATION

           By signing  below I certify  that,  to the best of my  knowledge  and
           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 purposes or
           effect.

      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.


                                           June 9, 1997
                                -------------------------------------------
                                              Date

                                /s/     Bradley A. Erickson
                                -------------------------------------------
                                             Signature


                                 Bradley A. Erickson,       Vice President
                                --------------------------------------------
                                             Name/Title






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