-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lj77PSq6qCTZxRjG8h6s0lNg/rUC9ofucRhibk0fhX9exb9y4UccEaIcK6r2tU4b fLiZuBlE2ZbrZjx3DLxasg== 0001079817-07-000015.txt : 20070213 0001079817-07-000015.hdr.sgml : 20070213 20070213152055 ACCESSION NUMBER: 0001079817-07-000015 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEERLESS MANUFACTURING CO CENTRAL INDEX KEY: 0000076954 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 750724417 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14153 FILM NUMBER: 07609516 BUSINESS ADDRESS: STREET 1: 2819 WALNUT HILL LN CITY: DALLAS STATE: TX ZIP: 75229 BUSINESS PHONE: 2143576181 MAIL ADDRESS: STREET 1: P.O. BOX 540667 CITY: DALLAS STATE: TX ZIP: 75354 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN INVESTMENT ADVISORY & TRUST CO CENTRAL INDEX KEY: 0001079817 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 901 SOUTH BOND STREET STREET 2: SUITE 400 CITY: BALTIMORE STATE: MD ZIP: 21231-3340 BUSINESS PHONE: 4105375400 MAIL ADDRESS: STREET 1: 901 SOUTH BOND STREET STREET 2: SUITE 400 CITY: BALTIMORE STATE: MD ZIP: 21231-3340 SC 13G/A 1 brownadvisorypmfgdec06.txt BROWNADVISORY13GPMFG1206 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Peerless Manufacturing Co. (Name of Issuer) Common Stock (Title of Class of Securities) 705514107 (CUSIP Number) 12/31/06 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) 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 there to 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 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). 1. NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brown Advisory Holdings Incorporated ("BAHI") 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BAHI is a Maryland Corporation. 5 SOLE VOTING POWER 0 shares NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER 0 shares OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER 0 shares PERSON WITH 8 SHARED DISPOSITIVE POWER 664220 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 664220 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.9% 12. TYPE OF REPORTING PERSON BAHI - HC Item 1(a). Name of Issuer: Peerless Manufacturing Co. Item 1(b). Address of Issuer's Principal Executive Offices: 2819 Walnut Hill Lane Dallas, TX 75229 Item 2(a). Name of Person Filing: BAHI Item 2(b). Address of Principal Business Office: 901 South Bond Street, Suite 400 Baltimore, Maryland 21231 Item 2(c). Citizenship: BAHI is a Maryland Corporation. Item 2(d). Title of Class of Securities: Common Stock of Peerless Manufacturing Co. Item 2(e). CUSIP Number: 705514107 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (g) [x] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G) Item 4. Ownership: (a) Amount of Beneficially Owned: 664220 shares (b) Percent of Class: 20.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 664220 shares Item 5. Ownership of Five Percent or Less of a Class. Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. The securities as to which this Schedule is filed by BAHI, in its capacity as a parent holding company, are as follows: 664,220 shares, or 20.9% of the total shares outstanding of Peerless Manufacturing Co. owned by clients of Brown Advisory Securities, LLC, a Broker-Dealer as defined in Section 15 of the Act and an Investment Advisor registered under section 203 of the Investment Advisers Act of 1940. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. This Schedule is being filed pursuant to Rule 13d-1(b)(1)(ii)(G). Refer to Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable 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 purpose or effect. 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. Date: As of December 31, 2006 Signature: Brown Advisory Holdings Incorporated By: /S/ Christopher P. Laia Title: Secretary Joint Filing Agreement ---------------------------- Each party signing below agrees that this statement is submitted as a joint filing on behalf of the undersigned. Date: As of December 31, 2006 Signature: Brown Advisory Securities, LLC By: /S/ Patrick J. Ventura Title: Assistant Secretary Exhibit A Pursuant to the instructions in Item 7 of this Schedule 13G, the identity and the Item 3 classification of the relevant subsidiary is: Brown Advisory Securities, LLC, a Broker-Dealer as defined in Section 15 of the Act and an Investment Advisor registered under section 203 of the Investment Advisers Act of 1940. -----END PRIVACY-ENHANCED MESSAGE-----