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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 1997.
PEERLESS INDUSTRIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-13826 41-1456350
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2430 Metropolitan Centre
333 South Seventh Street
Minneapolis, Minnesota 55402
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(Address of principal executive offices)
Registrant's telephone no., including area code: (612) 371-9650
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
R-B Acquisition Corporation, a Minnesota corporation (the "Purchaser") and
a wholly owned subsidiary of R-B Capital Corporation, a Delaware corporation
("Parent"), commenced a tender offer to purchase all outstanding shares of the
Common Stock and Class B Common Stock of Peerless Industrial Group, Inc. (the
"Company") at a price of $1.67 per share, net to the seller thereof in cash,
upon the terms and subject to the conditions set forth in the Purchaser's Offer
to Purchase dated April 17, 1997 and the related Letter of Transmittal. Parent
and Purchaser are corporations formed by Ridge Capital Corporation, Pandora
Capital Corporation and their affiliates and William Blair Mezzanine Capital
Fund II, L.P. in connection with the tender offer and the transactions
contemplated thereby. The tender offer is being made pursuant to the terms of
the Agreement and Plan of Merger dated as of April 11, 1997 (the "Merger
Agreement"), among the Company, Parent and the Purchaser. The Merger Agreement
provides, among other things, that after completion of the tender offer, subject
to the terms and conditions of the Merger Agreement, the Purchaser and the
Company will be merged and each outstanding share of the Company (other than
those held by Parent, the Purchaser, any other direct or indirect subsidiary of
Parent or by shareholders of the Company who dissent from the merger and comply
with all of the provisions of the Minnesota Business Corporation Act concerning
dissenters' rights) will be converted at the effective time of the merger into
the right to receive $1.67 in cash, without interest. The tender offer and the
terms of the Merger Agreement are more fully described in the Purchaser's Tender
Offer Statement on Schedule 14D-1 dated April 17, 1997, filed with the
Securities and Exchange Commission.
The purpose of the tender offer and the merger is for Parent to acquire the
entire equity interest in the Company. The tender offer is intended to increase
the likelihood that such acquisition will be effected and to permit Parent to
acquire control of the Company at the earliest practicable date. The purpose of
the merger is to permit Parent to acquire all outstanding shares not tendered
and purchased pursuant to the tender offer. The tender offer is conditioned
upon, among other things, at least a majority of the shares and a number of
outstanding shares entitled to elect a majority of the Company's Board of
Directors, 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 outstanding at the
expiration date of the tender offer) being validly tendered and not withdrawn
prior to the expiration of the tender offer.
In connection with the Merger Agreement, certain shareholders of the
Company have executed and delivered a Tender and Stock Option Agreement,
pursuant to which such shareholders have (1) agreed to tender in the Offer an
aggregate of approximately 4.45 million shares (approximately 71% of the shares
outstanding on the date hereof), together with additional shares under certain
circumstances and (2) granted to Purchaser an option to purchase, under certain
circumstances, shares equal to 19.9% of the outstanding shares.
At a special meeting held on April 7, 1997, the Board of Directors of the
Company and a special committee of the Board of Directors unanimously approved
the Merger Agreement and the transactions contemplated thereby and determined
that the Merger Agreement and the transactions contemplated thereby, including
the tender offer and the merger, are fair to and in the best interests of the
holders of shares. Reference is made to the Company's Schedule 14D-9
Solicitation/Recommendation Statement dated April 17, 1997, filed with the
Securities and Exchange Commission.
The Company has prepared and filed with the Securities and Exchange
Commission an Information Statement pursuant to Section 14(f) which provides
information about certain persons who may be designated to the Company's Board
of Directors by the Purchaser pursuant to the terms of the Merger Agreement.
2
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
PEERLESS INDUSTRIAL GROUP, INC.
Date: April 22, 1997 By: /s/ William H. Spell
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William H. Spell
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of April 11, 1997 among the
Company, R-B Acquisition Corporation and R-B Capital Corporation.
(Incorporated by reference to Exhibit 2 of the Company's Schedule
14D-9 dated April 17, 1997.)
10.1 Form of Indemnification Agreement between the Company and each of its
directors and executive officers. (Incorporated by reference to
Exhibit 5 of the Company's Schedule 14D-9 dated April 17, 1997.)
10.2 Tender and Stock Option Agreement dated April 11, 1997 among R-B
Acquisition Corporation, R-B Capital Corporation and certain
Stockholders of the Company. (Incorporated by reference to Exhibit 7
of the Company's Schedule 14D-9 dated April 17, 1997.)
99.1 Offer to Purchase of R-B Acquisition Corporation dated April 17, 1997
and related Letter of Transmittal. (Incorporated by reference to
Exhibit 1 of the Company's Schedule 14D-9 dated April 17, 1997.)
99.2 Joint press release issued by the Company and Ridge Capital
Corporation on April 14, 1997. (Incorporated by reference to Exhibit
8 of the Company's Schedule 14D-9 dated April 17, 1997.)
99.3 Opinion of Summit Investment Corporation dated March 20, 1997 and
reaffirmed as of April 7, 1997. (Incorporated by reference to Exhibit
6 of the Company's Schedule 14D-9 dated April 17, 1997.)
99.4 Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder. (Incorporated by
reference to Exhibit 10 of the Company's Schedule 14D-9 dated April
17, 1997.)
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