Page 1 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Piercing Pagoda, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
720773 10 0
(CUSIP NUMBER)
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- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY) Richard H.Penske
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
- -------------------------------------------------------------------------------
NUMBER 5. sole voting power 2,044,483
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
reporting
PERSON WITH
------------------------------------------------------------------
6. shared voting power -0-
------------------------------------------------------------------
7. sole dispositive power 2,044,483
------------------------------------------------------------------
8. shared dispositive power -0-
- -------------------------------------------------------------------------------
9. aggregate amount beneficially owned by each reporting person 2,044,483
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* /X/
- -------------------------------------------------------------------------------
11. percent of class represented by amount in row (9) 33.8%
- -------------------------------------------------------------------------------
12. type of reporting person* IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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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(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:
2,044,483 - Includes: 38,176 shares held by
Reporting Person's wife. Excludes: (a) 72,717
shares held by trusts for the benefit of
Reporting Person's wife; (b) 95,594 shares
held by trusts for the benefit of Reporting
Person; and (c) 85,380 shares held by trusts
for the benefit of Reporting Person's
children. The Reporting Person disclaims
beneficial ownership of all such shares.
(b) Percent of Class:
33.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 2,044,483
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or direct the disposition of:
2,044,483
(iv) Shared power to dispose or to direct the disposition
of: -0-
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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 11, 1998
(Date)
/S/ RICHARD H.PENSKE
(Signature)
Richard H. Penske
(Name/Title)
