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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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PEERLESS INDUSTRIAL GROUP, INC.
(NAME OF SUBJECT COMPANY)
PEERLESS INDUSTRIAL GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
CLASS B COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
254680-10-1
(CUSIP NUMBER OF COMMON STOCK)
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WILLIAM H. SPELL
CHIEF EXECUTIVE OFFICER
PEERLESS INDUSTRIAL GROUP, INC.
2430 METROPOLITAN CENTRE
333 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 371-9650
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSON(S) FILING STATEMENT)
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COPY TO:
BRIAN D. WENGER, ESQ.
BRIGGS AND MORGAN, PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-8400
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Peerless Industrial Group, Inc., a Minnesota corporation (the "Company"),
hereby amends its Solicitation/Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission on April 17, 1997, relating
to the tender offer for all of the issued and outstanding shares of the Common
Stock and Class B Common Stock of the Company by R-B Acquisition Corporation
(the "Purchaser").
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The fourth paragraph under the subheading "Opinion of Financial Advisor" in
Item 4 of the Schedule 14D-9 is deleted in its entirety and replaced with the
following:
"Summit's opinion is directed to the Company's Board of Directors and
relates solely to the consideration in the Offer and the Merger and does
not constitute a recommendation to any shareholder of the Company."
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Purchaser has made the following amendments to its Offer to Purchase,
which was filed as Exhibit 99.1 to the Company's Schedule 14D-9.
(a) The first paragraph on the cover page of the Offer to Purchase is
amended in its entirety to read as follows:
"THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED PRIOR TO THE EXPIRATION OF THE OFFER AND NOT WITHDRAWN A NUMBER OF
SHARES OF COMMON STOCK AND CLASS B COMMON STOCK (COLLECTIVELY, THE
"SHARES") OF PEERLESS INDUSTRIAL GROUP, INC. (THE "COMPANY") WHICH WILL
CONSTITUTE AT LEAST (1) A MAJORITY OF THE SHARES AND (2) A NUMBER OF
OUTSTANDING SHARES ENTITLED TO ELECT A MAJORITY OF THE BOARD OF DIRECTORS
OF THE COMPANY, IN EACH CASE ON A FULLY DILUTED BASIS (OR, IF THE PURCHASER
SO ELECTS IN ITS SOLE DISCRETION, ON THE BASIS OF THE NUMBER OF SHARES THEN
OUTSTANDING) AS OF THE EXPIRATION DATE. THE OFFER ALSO IS SUBJECT TO OTHER
TERMS AND CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. SEE INTRODUCTION
AND SECTIONS 1 AND 13 HEREOF."
(b) The ninth paragraph of the "Introduction" of the Offer to Purchase is
amended in its entirety to read as follows:
"THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED PRIOR TO THE EXPIRATION OF THE OFFER AND NOT WITHDRAWN A NUMBER OF
SHARES WHICH WILL CONSTITUTE AT LEAST (1) A MAJORITY OF THE SHARES, AND (2)
A NUMBER OF OUTSTANDING SHARES ENTITLED TO ELECT A MAJORITY OF THE BOARD OF
DIRECTORS OF THE COMPANY, IN EACH CASE ON A FULLY DILUTED BASIS (OR, IF THE
PURCHASER SO ELECTS IN ITS SOLE DISCRETION, ON THE BASIS OF THE NUMBER OF
SHARES THEN OUTSTANDING) AS OF THE EXPIRATION DATE (THE "MINIMUM
CONDITION"). CERTAIN OTHER CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION
13."
(c) The first sentence of the first paragraph of Section 2 ("Acceptance for
Payment and Payment for Shares") of the Offer to Purchase is amended in its
entirety to read as follows:
"Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will accept for payment, and will
pay for, Shares validly tendered and not withdrawn as promptly as
practicable after the later to occur of (i) the Expiration Date and (ii)
the date of satisfaction or waiver of the conditions set forth in
subparagraphs a. and b. of Section 13."
(d) The final paragraph of Section 8 ("8. Certain Information Concerning the
Company") of the Offer to Purchase is amended by deleting the fifth, sixth and
seventh sentences thereof and substituting therefor the following:
"The inclusion of the Projections herein should not be regarded as an
indication that any of Parent, or the Purchaser or their respective
financial advisors considered or consider the Projections to be a reliable
prediction of future events, and the Projections should not be relied upon
as such. None of Parent, the
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Purchaser or their respective financial advisors assumes any responsibility
for the validity, reasonableness, accuracy or completeness of the
Projections. None of Parent, the Purchaser or any of their financial
advisors has made, or makes, any representation to any person regarding the
information contained in the Projections and none of them intends to update
or otherwise revise the Projections to reflect circumstances existing after
the date when made or to reflect the occurrence of future events even in
the event that any or all of the assumptions underlying the Projections are
shown to be in error."
(e) The heading in Section 9 in the Offer to Purchase is amended by deleting
the words "9. CERTAIN INFORMATION CONCERNING RIDGE, BLAIR MEZZANINE FUND, THE
PURCHASER AND PARENT" thereof and substituting therefor the words "9. CERTAIN
INFORMATION CONCERNING RIDGE, BLAIR MEZZANINE FUND, PANDORA, THE PURCHASER AND
PARENT."
All cross-references to Section 9 in the Offer to Purchase should be
similarly amended by deleting the words "9. CERTAIN INFORMATION CONCERNING
RIDGE, BLAIR MEZZANINE FUND, THE PURCHASER AND PARENT" and substituting
therefor the words "9. CERTAIN INFORMATION CONCERNING RIDGE, BLAIR MEZZANINE
FUND, PANDORA, THE PURCHASER AND PARENT."
(f) Following the fourth paragraph of Section 9 ("9. Certain Information
Concerning Ridge, Blair Mezzanine Fund, Pandora, the Purchaser and Parent") of
the Offer to Purchase the following language should be inserted as a new
paragraph:
"Blair Mezzanine Fund, Ridge and Pandora have agreed with Parent to make
the investments described in Section 12 ("Source and Amount of Funds") if
the conditions to the Offer described in Section 13 are satisfied. Each of
Blair Mezzanine Fund, Ridge and Pandora has available committed capital in
excess of the amount of its agreed investment."
(g) The initial paragraph of Section 13 ("13. Certain Conditions of the
Offer") of the Offer to Purchase is amended in its entirety to read as follows:
"Notwithstanding any other provision of the Offer, the Purchaser shall
not be required to accept for payment or pay for any tendered Shares, and
may terminate or amend the Offer and may postpone the acceptance for
payment and payment for tendered Shares, and may terminate or amend the
Offer and not accept for payment any Shares, if (i) there are not validly
tendered prior to the Expiration Date and not withdrawn a number of Shares
which satisfies the Minimum Condition or (ii) at any time on or after the
commencement of the Offer (unless otherwise indicated below) and no later
than the Expiration Date."
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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.
Peerless Industrial Group, Inc.
Dated: May 12, 1997 /s/ William H. Spell
By: _________________________________
William H. Spell
Chief Executive
Officer
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