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SCHEDULE 13D
(Rule 13d-101)
Information to be included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Pinnacle Global Group, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
723465 10 0
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(CUSIP Number)
Margaret E. Holland
Holland, Johns, Schwartz & Penny, L.L.P.
306 West Seventh Street, Suite 500
Fort Worth, TX 76102
(817) 335-1050
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
October 2, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), check the following
box. [_]
Note. Schedules filed in paper format shall include a signed original and
five copies of this schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 723465 10 0 13D
1. Name of reporting person Cummer/Moyers Holdings, Inc.
IRS Identification Nos. of above persons (entities only) 75-2354593
2. Check the appropriate box if a member of a group (a) [x]
(See Instructions) (b) [_]
3. SEC use only
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4. Source of funds OO
5. Check if disclosure of legal proceedings is required pursuant to
Item 2(d) or 2(e) [_]
6. Citizenship or place of organization Texas
Number Of Shares Beneficially Owned By Each Reporting Person With
7. Sole voting power 510,000
8. Shared voting power 340,000
9. Sole dispositive power 510,000
10. Shared dispositive power 340,000
11. Aggregate amount beneficially owned by each reporting person 850,000
12. Check box if the aggregate amount in Row (11) excludes certain shares
[ ] (See Instructions)
13. Percent of class represented by amount in Row (11) 5.9%
14. Type of reporting person HC, CO
(See Instructions)
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CUSIP No. 723465 10 0 13D
1. Name of reporting person Jeffrey A. Cummer
IRS Identification Nos. of above persons (entities only)
2. Check the appropriate box if a member of a group (a) [x]
(See Instructions) (b) [_]
3. SEC use only
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4. Source of funds OO
5. Check if disclosure of legal proceedings is required pursuant to
Item 2(d) or 2(e) [_]
6. Citizenship or place of organization Texas
Number Of Shares Beneficially Owned By Each Reporting Person With
7. Sole voting power 0
8. Shared voting power 850,000
9. Sole dispositive power 0
10. Shared dispositive power 850,000
11. Aggregate amount beneficially owned by each reporting person 850,000
12. Check box if the aggregate amount in Row (11) excludes certain shares
[_] (See Instructions)
13. Percent of class represented by amount in Row (11) 5.9%
14. Type of reporting person IN
(See Instructions)
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CUSIP No. 723465 10 0 13D
1. Name of reporting person Dwayne A. Moyers
IRS Identification Nos. of above persons (entities only)
2. Check the appropriate box if a member of a group (a) [x]
(See Instructions) (b) [_]
3. SEC use only
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4. Source of funds OO
5. Check if disclosure of legal proceedings is required pursuant to
Item 2(d) or 2(e) [_]
6. Citizenship or place of organization Texas
Number Of Shares Beneficially Owned By Each Reporting Person With
7. Sole voting power 0
8. Shared voting power 850,000
9. Sole dispositive power 0
10. Shared dispositive power 850,000
11. Aggregate amount beneficially owned by each reporting person 850,000
12. Check box if the aggregate amount in Row (11) excludes certain shares
[_] (See Instructions)
13. Percent of class represented by amount in Row (11) 5.9%
14. Type of reporting person IN
(See Instructions)
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Pinnacle Global Group, Inc.
SCHEDULE 13D
Item 1. Security and Issuer
The class of securities to which this statement relates is the common
stock, par value $0.01 per share (the "Common Stock"), of Pinnacle Global Group,
Inc., a Texas corporation (the "Issuer"), which has its principal executive
offices located at 5599 San Felipe, Suite 555, Houston, Texas 77056.
Item 2. Identity and Background
This statement is being filed by Cummer/Moyers Holdings, Inc., and its
directors and executive officers, Jeffrey A. Cummer and Dwayne A. Moyers
(collectively hereafter referred to as the "Reporting Persons").
(a) Cummer/Moyers Holdings, Inc. is a Texas corporation engaged in
the business of investments. Its principal business and office is located at
3417 Hulen Street, Fort Worth, Texas 76107.
(b) Jeffrey A. Cummer is a director and president of Cummer/Moyers
Holdings, Inc. His business address is 3417 Hulen Street, Fort Worth, Texas
76107. Mr. Cummer is currently employed as president of the Fixed Income
Division of Sanders Morris Harris Inc., a wholly owned subsidiary of Pinnacle
Global Group, Inc. located at 5599 San Felipe, Suite 555, Houston, Texas 77056.
Mr. Cummer is a United States citizen.
(c) Dwayne A. Moyers is a director, vice president, secretary and
treasurer of Cummer/Moyers Holdings, Inc. His business address is 3417 Hulen
Street, Fort Worth, Texas 76107. Mr. Moyers is currently employed as vice
president of the Fixed Income Division of Sanders Morris Harris Inc., a wholly
owned subsidiary of the Issuer located at 5599 San Felipe, Suite 555, Houston,
Texas 77056. Mr. Moyers is a United States citizen.
During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
No funds were used by the Reporting Persons in acquiring the securities.
The shares of the Issuer were received by the Reporting Persons in exchange for
shares of common stock of Cummer/Moyers Securities, Inc., a wholly-owned
subsidiary of Cummer/Moyers Holdings, Inc., and of Cummer/Moyers Capital
Advisors, Inc., a wholly-owned subsidiary of Cummer/Moyers Capital Partners,
Inc., a wholly-owned subsidiary of Cummer/Moyers Holdings, Inc.
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Following the share exchange, Cummer/Moyers Securities, Inc. became a
wholly-owned subsidiary of Sanders Morris Harris Inc., a wholly-owned subsidiary
of the Issuer; and Cummer/Moyers Capital Advisors, Inc. became a wholly-owned
subsidiary of the Issuer.
Cummer/Moyers Holdings, Inc. initially received 510,000 shares of the
Issuer's Common Stock in exchange for all 1,000 shares outstanding of
Cummer/Moyers Securities, Inc. and could receive an additional 90,000 shares of
Common Stock if certain conditions are met in the future. Cummer/Moyers Capital
Partners, Inc. received 340,000 shares of the Issuer's Common Stock in exchange
for all 6,000 shares outstanding of Cummer/Moyers Capital Advisors, Inc. and
could receive an additional 60,000 shares of Common Stock if certain conditions
are met in the future. The additional 90,000 shares and 60,000 shares are
hereinafter referred to as the "Contingent Shares."
Immediately following the share exchange, Cummer/Moyers Capital Partners,
Inc. made a dividend of the 340,000 shares of the Issuer to its parent, making
Cummer/Moyers Holdings, Inc. the owner of all 850,000 shares of the Issuer
issued in the transaction. The terms of the transaction are set forth in the
Agreement and Plan of Reorganization dated as of October 2, 2000, among the
Issuer, Sanders Morris Harris Inc., Cummer/Moyers Holdings, Inc., Cummer/Moyers
Securities, Inc., Cummer/Moyers Capital Partners, Inc., and Cummer/Moyers
Capital Advisors, Inc.
Item 4. Purpose of Transaction
Cummer/Moyers Holdings, Inc. acquired the Common Stock of the Issuer in
connection with a share exchange involving its wholly-owned subsidiaries and
plans on holding the shares for investment purposes. The Reporting Persons do
not have any plans or proposals which relate to or would result in:
(a) the acquisition or disposition of any additional securities of
the Issuer, except that the Reporting Persons may make additional purchases or
sales of Common Stock in open-market or privately negotiated purchases and may
acquire the Contingent Shares.
(b) any extraordinary corporate transactions, such as a merger,
reorganization or liquidation, involving the Issuer or any subsidiary.
(c) a sale or transfer of a material amount of assets of the Issuer
or any subsidiary.
(d) any change in the present Board of Directors or management of the
Issuer.
(e) any material change in the present capitalization or dividend
policy of the Issuer.
(f) any material change in the Issuer's business or corporate
structure.
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(g) changes in the Issuer's charter, bylaws or other actions which
may impede the acquisition or control of the Issuer by any person.
(h) any class of securities of the Issuer to cease to be authorized
to be quoted on an inter-dealer quotation system of a registered national
securities association.
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Cummer/Moyers Holdings, Inc. is the beneficial owner of 850,000
shares of Common Stock (approximately 5.9% of the total number of shares of
Common Stock outstanding) as of October 2, 2000. Neither Mr. Cummer nor Mr.
Moyers currently own any shares of Common Stock of the Issuer or any right to
purchase such shares, except any beneficial ownership they may have as directors
and officers of Cummer/Moyers Holdings, Inc.
(b) The 850,000 shares of Common Stock owned by Cummer/Moyers
Holdings, Inc. is subject to its sole power to vote and dispose of the Common
Stock.
(c) The Reporting Persons do not know of any person other than the
Reporting Persons who has a right to receive or the power to direct receipt of
dividends or proceeds from the sale of such securities of the Issuer.
(d) Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934,
Mr. Cummer and Mr. Moyers disclaim beneficial ownership of 850,000 shares of
Common Stock of the Issuer held by the companies of which they are directors and
officers.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships among
the Reporting Persons or between the Reporting Persons and any person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 2 The Agreement and Plan of Reorganization dated as of October 2,
2000, among the Issuer, Sanders Morris Harris Inc.,
Cummer/Moyers Holdings, Inc., Cummer/Moyers Securities, Inc.,
Cummer/Moyers Capital Partners, Inc., and Cummer/Moyers Capital
Advisors, Inc.
Exhibit 99 Joint Filing Agreement
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
persons below certify that the information set forth in this statement is true,
complete and correct.
Dated: October 10, 2000
Cummer/Moyers Holdings, Inc.
By: /s/ Jeffrey A. Cummer
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Jeffrey A. Cummer, President
/s/ Jeffrey A. Cummer
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Jeffrey A. Cummer
/s/ Dwayne A. Moyers
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Dwayne A. Moyers
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EXHIBIT INDEX
Exhibit Document
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2 The Agreement and Plan of Reorganization dated as of October 2, 2000,
among the Issuer, Sanders Morris Harris Inc., Cummer/Moyers Holdings,
Inc., Cummer/Moyers Securities, Inc., Cummer/Moyers Capital Partners,
Inc., and Cummer/Moyers Capital Advisors, Inc.
99 Joint Filing Agreement
