THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G/A FILED ON FEBRUARY
14, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
SCHEDULE 13G
CUSIP NO. 720773 10 0 Page 1 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Piercing Pagoda, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
720773 10 0
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(CUSIP NUMBER)
Check the following box if a fee is being paid with this
statement: [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
*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 purposes 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).
(Continued on following page(s))
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CUSIP NO. 720773 10 0 13G Page 2 of 5 Pages
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1. Name of reporting persons
S.S. or I.R.S. Identification
No. of Above Persons Richard H. Penske
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2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
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3. SEC use only
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4. Citizenship or place
of organization United States of America
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5. Sole Voting Power
3,008,492
Number of ----------------------------------------
Shares Beneficially 6. Shared Voting Power
Owned by Each 135,594
Reporting Person ----------------------------------------
With 7. Sole Dispositive Power
3,008,492
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8. Shared Dispositive Power
135,594
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9. Aggregate amount beneficially
owned by each reporting person 5,189,086
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10. Check box if the aggregate amount
in row (9) excludes certain shares*
[ ]
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11. Percent of class represented by
amount in row (9) 60.5%
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12. Type of reporting person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP NO. 720773 10 0 13G Page 3 of 5 Pages
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1(A). NAME OF ISSUER:
Piercing Pagoda, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3910 Adler Place
Bethlehem, PA 18017
ITEM 2(A). NAME OF PERSON FILING:
Richard H. Penske
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
Piercing Pagoda, Inc.
3910 Adler Place
Bethlehem, PA 18017
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
720773 10 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES
13D-1(B) OR 13D-2(B) , CHECK WHETHER THE PERSON
FILING IS A: N/A
(a) [ ] Broker or dealer registered under
Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of
the Act,
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<PAGE>
CUSIP NO. 720773 10 0 13G Page 4 of 5 Pages
(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) [ ] 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 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance
with Rule 13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
3,189,086
(b) Percent of Class:
60.5%
(c) Number of shares as to which such
person has:
(i) Sole power to vote or
direct the vote: 3,008,492
(ii) Shared power to vote or
to direct the vote: 135,594
(iii) Sole power to dispose or
direct the disposition of: 3,008,492
(iv) Shared power to dispose or
direct the disposition of: 135,594<PAGE>
<PAGE>
CUSIP NO. 720773 10 0 13G Page 5 of 5 Pages
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF
A CLASS. Not Applicable
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: [ ]
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. CERTIFICATION.
Not Applicable
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.
February 13, 1997
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(Date)
RICHARD H. PENSKE
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(Signature)
Richard H. Penske
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(Name/Title)
